§ 213. Directors; 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 article 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. (Former section 173; L. 1894, ch. 705, § 1.) § 214. Capital and shares. 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, at the book value at the last distribution of profits plus dues and interest since such distribution. Shares which have not been pledged as security for the payment of a loan shall be called "free shares." Shares that have been so pledged shall be called "pledged shares." pledged shares." Any association incorporated under the provisions of this article, or under the acts enumerated in section two hundred and thirty-two of this chapter, may issue juvenile savings shares, of a matured value not exceeding fifty dollars, to, or in the name of any minor, which shall be held for the exclusive right and benefit of such minor, and free from the control or lien of all other persons, and the accumulated savings, together with the dividends thereon, shall be paid to the person in whose name the shares have been issued, and the receipt or acquittance of such minor shall be a valid and sufficient release and discharge for such accumulated savings, together with the dividends accredited thereon, or any part. thereof, to the association. Juvenile savings shares shall not be chargeable with fines or losses of any kind, or be required to make regular or specific payments, nor shall they be entitled to vote at any meeting of shareholders. Such shares shall be entitled to dividends from the apportioned profits not exceeding four-fifths of the dividend credited upon regular instalment shares. The matured value of all the juvenile savings shares issued by any association shall not exceed in the aggregate, at the time of issue, ten per centum of the aggregate matured value of the shares in force in all other classes. The manner of withdrawing all or a part of such shares, or of transferring all or a part of such shares for prepaid or instalment shares, shall be clearly set forth in the articles of association, certificate of incorporation, or by-laws of every association issuing such shares. (Former section 174; L. 1894, ch. 705, § 1; L. 1905, ch. 604, § 1; L. 1906, ch. 438, § 1.) § 215. Dues; fines; entrance fees; advance payments. — Regular payments made to the asociation 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. (Former section 175; L. 1894, ch. 705, § 1.) As to fines in building and loan associations, see editorial note to Dupuy v. Eastern Bldg. & L. Asso., 35 L. R. A. 215, collating the authorities on that question. § 216. Withdrawal of free shares. The accumulation upon free shares may be withdrawn and the shares canceled after one month's written notice of such intention, filed with the secretary on 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, provided, that at no time shall more than one-third the receipt of the association be applicable to the payment of matured and prepaid shares and onethird to the payment of instalment shares, without the consent of the board of directors; and when the demands of the withdrawing shareholders exceed the money applicable to their payment, they shall be paid in the order in which their notices of withdrawal were filed with the secretary. The board of directors of permanent plan associations may permit a member to withdraw a part of the accumulations to his credit, without thereby reducing the number of shares held by him. The board of directors may, at their discretion, under rules made by them, retire the free shares and prepaid shares by enforcing withdrawals of the same, provided that the by-laws shall clearly state the manner in which the withdrawals may be enforced and that they shall be paid the full value of their shares, les all fines. No corporation shall hereafter pay to a withdrawing shareholder any sum in excess of the dues or stock payments credited to him upon its books, together with such dividends as have been duly apportioned and credited thereon, and such interest on the value of the shares at the time of the last distribution of profits before the notice of withdrawal was filed and on the dues thereafter paid, as its articles of association, certificate of incorporation or by-laws shall determine, but less all unpaid fines, all deductions for expenses authorized by its articles of association, certificate of incorporation or by-laws. This section applies to every association or corporation organized under this article and under the provisions of chapter one hundred and twenty-two of the laws of eighteen hundred and fifty-one, chapter five hundred and fifty-six of the laws of eighteen hundred and eightyseven, 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. (Former section 175; L. 1894, ch. 705, § 1.) (Former section 176; L. 1894, ch. 705, § 1; L. 1901, ch. 328, § 1; L. 1905, ch. 757, § 1.) 1. See note to Englehardt v. Fifth Ward Permanent Dime Sav. & L. Asso., 35 L. R. A. 289, presenting the authorities on the subject of withdrawals from building and loan associations. 2. When there is not sufficient cash, a withdrawing shareholder if consenting thereto may receive land in payment, if taken at fair value, and provided that such payment is not made out of the order prescribed statute. Opinion Atty.Gen., February 4, 1908. § 217. Dues, when to cease. When each free share reaches its matured value all payments of dues thereon shall cease, and the holder thereof shall be paid out of the funds of the association, the matured value thereof with such rate of interest as shall be determined by the by-laws, from the time the board of directors shall declare such shares to have matured until paid; but at no time shall more than one-third of the receipts of the association be applicable to the payment of matured shares, without the consent of the board of directors. The order of payment of the matured shares shall be determined by the by-laws. (Former section 177; L. 1894, ch. 705, § 1.) § 218. Loans, how made; premium plans. At each stated meeting of the board, or a committee thereof, or other meeting, as fixed by the by-laws for the purpose of making loans, they shall offer to members of the association desiring to borrow all accumulations applicable to that purpose; the same shall be loaned in sums corresponding with the value of a matured share, or a multiple thereof, or the fractional part thereof. If there shall be more than one member desiring to borrow, the right to a loan shall be determined by the open bidding of a premium upon one of the three plans following, which each association shall determine for itself by its by-laws, namely: 1. The "gross plan," with or without "rebates," as the by-laws shall determine; that is, the premium shall be bid in the form of a certain sum per share, which shall be paid in cash or deducted from the loan made to the successful bidder. 2. The "instalment plan," that is, the premium shall be bid in the form of a certain sum per share, which the successful bidder will pay at each regular payment of interest, in addition to the interest which the association requires during the continuance of his loan. 3. The "premium interest plan," that is, the premium shall be bid in the form of the rate of interest the successful bidder will pay upon his loan during the continuance thereof; the association in this plan shall determine the minimum rate of interest at which the bidding shall begin. But such minimum rate shall not exceed the legal rate of interest. In all these plans the member bidding the highest premium shall be entitled to the loan upon giving the security required therefor, including the interest and premium; the interest and premium shall be payable from the date of bidding off the loan, unless otherwise ordered by the by-laws, and in case the sale takes place at an adjourned or special meeting, the same shall be payable from the last preceding regular meeting for the loaning of money unless the bylaws otherwise provide. Requiring and receiving such interest and premiums or any other moneys which the association may require under the provisions of this actricle, shall not be deemed a violation of the statute relating to usury. No member or members shall borrow a larger sum than shall be equal to the matured value of the shares held by him or them, nor shall the association take security upon real estate located more than fifty miles from its principal office for the transaction of its business. A borrowing member for |