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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.

(Former section 190; L. 1894, ch. 705, § 1.)

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§ 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. (Former section 191; L. 1894, ch. 705, § 1.)

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§ 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 seventy-eight, 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and article six of chapter six hundred and eighty-nine of the laws of eighteen hundred and ninety-two, are hereby repealed, except as to associations organized prior to May fifteenth, eighteen hundred and ninety-four, under either of said acts, but such association shall be subject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 section two hundred and twenty-two, two hundred and twenty-eight, two hundred and twenty-nine, two hundred and thirty, and two hundred and thirty-five of this chapter and to such provisions of section two hundred and sixteen and two hundred and nineteen as are expressly made applicable to them. (Former section 192; L. 1894, ch. 705, § 1; L. 1901, ch. 328, § 4.)

8 233. Amendments to articles. No change, alteration 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.

(Former section 192; L. 1894, ch. 705, § 1; L. 1901, ch. 328, § 4.)

$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 eighty-nine 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 bylaws 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.

(Former section 193; L. 1894, ch. 705, § 1.)

§ 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 twenty-two of the laws of eighteen hundred and fifty-one and 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 eighty-nine of the laws of eighteen hundred and ninety-two, for the purpose of defraying the necessary expenses of his department in the supervision of said associations, examination and publication of reports as follows, viz. Said assessment shall be levied upon said association in proportion to their assets as shown by the last preceding annual report, and said associations shall pay the same within ten days after notice

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is given by said superintendent; and in no event shall any portion of said expenses be borne by the state.

(Former section 194; L. 1894, ch. 705, § 1.)

§ 236. Investment of deposits and income. A co-operative savings and loan association, or a building and loan association, incorporated under and doing business pursuant to the laws of this state, may invest its deposits and the income derived therefrom in the same securities in which savings banks are, by section one hundred and forty-six of this chapter, authorized to invest their deposits and the income derived therefrom.

(Former section 195a; L. 1898, ch. 348, § 1.)

§ 237. Payment of expenses. A co-operative savings and loan association, a building and mutual loan association, a building, mutual loan and accumulating fund association, or a building and lot association or any other similar corporation or association, incorporated under and doing business pursuant to the laws of this state, shall not make deductions from stock payments for running expenses; nor shall any such corporation pay, or become liable to pay, either directly or indirectly, in the course of indirectly, in the course of any calendar year, as salaries, commissions, fees or other compensation to its officers, directors, auditors, attorneys, agents, clerks and all other employees, and for rent, advertising, commissions and all other operating expenses, sums of money the aggregate of which shall exceed two and one-half per centum of the total amount of the dues actually received and credited to its members and the dividends duly apportioned and credited thereon, on the first day of such calendar year, including dues and dividends credited to the holders of matured stock. The

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term "operating expenses as used in this section shall not be construed to include tax on mortgages, taxes, assessments, repairs or insurance on real estate, commissions on the sale of real estate, reasonable charges for collecting the rent or superintending the repair or improvement of real estate situated outside of the limits of New York state and more than two hundred miles from the main office of the corporation, interest on matured shares or any other interest which the corporation may have paid or become liable to pay, proper legal charges for searching titles or the preparation of

legal papers, expenses of foreclosure suits or other bona fide litigation, nor charges for examinations made by the direction of the superintendent of banks. The provisions of this section, in so far as they limit the expenditures for expenses, shall not apply to building and lot associations nor to any corporation whose accumulated capital, consisting of the dues and dividends standing to the credit of its members, is less than twenty thousand dollars. In case of the violation of the provisions of this section, by any such corporation, the superintendent of banks shall, upon learning of such violation, by an order under his hand and official seal, addressed to such corporation and served upon it in the manner prescribed for the service of a summons by section four hundred and thirty-one of the code of civil procedure, direct a discontinuance of such violation and conformity with the requirements of this section, and if such corporation shall refuse or neglect to bring its said expenses within the limit prescribed by this section, within six months from the time of the service of such order, as aforesaid, the superintendent of banks shall communicate the facts to the attorney-general, who shall thereupon institute such proceedings against the corporation as are authorized in the case of involvent corporations or such other proceedings as the nature of the case may require. The provisions of this section shall apply to all foreign corporations doing business under the permission and certificate of the superintendent of banks, and said superintendent of banks shall not renew such permission or issue such certificate to any corporation that shall have violated the provisions of this section.

(Former section 195b; L. 1903, ch. 84; L. 1905, ch. 673; L. 1906, ch. 573.)

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§ 238. Construction of term "co-operative savings and loan association." The term, "co-operative savings and loan association," shall include every corporation, company or association doing business in this state and having for a part of its title or name the words "building *assoication," "building and loan association," "building and mutual loan association," "savings and loan association," "savings association," "co-operative loan association," or "co-operative bank," and every corporation, company or association whose

*So in original.

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