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it now owns 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. Except that no exchange of real estate shall be made except by the unanimous vote of the directors of the corporation making such exchange, and no such exchange shall be made upon a basis involving the payment by said corporation of any difference in value unless approved by the superintendent of banks. No corporation incorporated under the provisions of this article or under the provisions of either of the repealed acts hereafter enumerated in section two hundred and thirty-two of this chapter, shall hereafter purchase or exchange real estate except as hereinbfore provided; and every contract hereafter made by or on behalf of any such association for the purchase or exchange of real estate or for any purpose not hereinbefore expressly authorized shall be void. Any officer of any association, who shall consent to or participate in the making of any such void, illegal or unauthorized contract for the purchase or exchange of real estate, or who shall transfer to any person or persons any property of the corporation in pursuance of any such void, illegal or unauthorized contract shall be guilty of a misdemeanor.

(Former section 182; L. 1894, ch. 705, § 1; L. 1901, ch. 328, § 3.)

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8223. Association may borrow to pay withdrawals. Any association organized in pursuance of the provisions of this article 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 centum 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 article, 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. (Former section 183; L. 1894, ch. 705, § 1.)

§ 224. Profits and losses ascertained annually. - 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 shall reserve and carry to a reserve or contingent fund, a sum equal to at least five per centum of the net earnings during the period since the last previous dividend was declared, until such reserve or contingent fund shall be equal to at least five per centum of the dues and dividends credited to members by series or otherwise, and equal to at least fifty per centum of the book value of all real estate owned by the association. The directors may carry to such reserve or contingent fund any further portion of the undivided earnings that in their discretion seems wise. When any association takes property at a foreclosure sale or in extinguishment of a debt, it shall not be put upon the books of the association at a figure in excess of the sum due the association at the time of first default. Whenever, by any loss which an association may sustain, from this or any other cause, the reserve or contingent fund is reduced below five per centum of the dues and dividends credited to members by series or otherwise, or below fifty per centum of the book value of all real estate owned by an association, the board of directors shall, at each periodical distribution of profits, carry to such reserve or contingent fund five per centum of the net earnings during the preiod since the last previous dividend was declared, until such reserve or contingent fund shall again be equal to at least five per centum of the dues and dividends credited to members, by series or otherwise, and 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 fifty-six of the laws of eighteen hundred and eighty-seven, chapter six hundred and eightynine of the laws of eighteen hundred and ninety-two and the acts amendatory of each and every of said laws.

(Former section 184; L. 1894, ch. 705, § 1; L. 1906, ch. 432, § 1.)

§ 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 charge 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. (Former section 185; L. 1894, ch. 705, § 1.)

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§ 226. Attorney; auditors; amendments to by-laws; 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 incorpórator shall have only one vote.

(Former section 186; L. 1894, ch. 705, § 1.)

§ 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 postoffice 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, nor shall any law passed hereafter, taxing corporations in any form,

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be deemed to include associations formed under this article, unless they are specifically named in such law.

(Former section 187; L. 1894, ch. 705, § 1.) See Tax Law, § 4, subd. 14.

§ 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 ninetytwo, shall, annually, on or before the thirtieth day of January, make a full report in writing of the affairs and conditions 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 wilful and false swearing in making and verifying any such report shall be deemed perjury. (Former section 188; L. 1894, ch. 705, § 1.)

§ 229. Forfeiture for failure to report. If any 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. (Former section 189; L. 1894, ch. 705, § 1.)

§ 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 twenty-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 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 irregular 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

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