LIBRARY UNIVERSITY OF CALIFORNIA. Deceived IAN 19 1893.,^ ^_ ^Accessions No.HJF#'*e them UFI7IRSIT71 142 CO-OPERATIVE SAVINGS AND LOAN ASSOCIATIONS. as a precedent and stop at that would not be sufficient for my purpose. It is my aim to give such informa- tion upon the subject as will enable those forming an association to frame articles that will be suitable to the scheme upon which they desire to conduct their business. To accomplish this there is no better way than to give a precedent for the articles of association or constitution, as they are sometimes termed, section by section, and under each section explain the varia- tions and the phraseology in the section necessary to adapt it to the principal schemes upon which these associations are conducted. In this way we shall hope to accomplish better results than by placing precedents in the Appendix, and discussing them here in a gen- eral way. The beginning of the articles of association is properly a preamble, and we so name it. PREAMBLE. We, whose names are hereto subscribed, under the pro- visions of the laws of the State of New York, and especially an act entitled ' ' An act for the incorporation of building, mutual loan, and accumulating fund association," passed April 10, 1851, and the acts amendatory thereof, do hereby associate ourselves and form an incorporate association for the purposes named in section 1 of said act, viz., for the pur- pose of accumulating a fund for the purchase of real estate, the erection of buildings, or the making of other improve- ments on lands, or to pay off incumbrances thereon, or to aid its members in acquiring real estate, making improvements thereon, removing incumbrances therefrom, and for the further purpose of accumulating a fund to be returned to its members who do not obtain advances as above mentioned, when the funds of such association shall amount to a certain sum per share to be specified in the articles of association ; and we do hereby adopt the following articles of association ORGANIZING UNDER NEW YORK ACT OF 1851. for the government of such association and the management of its business. An association organizing in any other State can adopt this preamble by simply changing the name of the State, and inserting, in lieu of the act therein quoted, the title of the act under which the association is to be formed, and the purposes for which the law authorizes an association, to be created. ARTICLE ONE. NAME AND PLACE OF BUSINESS. SECTION 1. The corporate name of this association shall be "The Association," and its place of business at , in the State of New York. Any name may be selected for the association which suits the fancy of those engaged in organization. Care should be taken not to adopt the name of any other association already existing in the same State. It is advisable to adopt as part of the name the name of the place where the association is located. ARTICLE TWO. CAPITAL AND STOCK. SECTION 1. The capital of this association shall consist of the accumulated savings of its stockholders, paid in upon stock, with the profits arising from the investment thereof to be made as hereinafter provided. SECTION 2. The matured value of shares of stock shall be dollars. The stock shall be issued in yearly series, and after a new series has begun to be issued, no stock shall issue in a prior series. The total number of shares of stock outstanding at any one time shall not exceed thousand shares. 144 CO-OPERATIVE SAVINGS AND LOAN ASSOCIATIONS. The amount of the matured share may be any sum, but for convenience it should be fixed at $50, $100, $200, or $500. The series may be issued quarter- yearly or semi-yearly. The limit of the number of shares should be controlled by the matured value of shares and the extent of business which the association expects. With the matured value of shares at $200, 10,000 shares is a proper limit. Who may become Stockholders. SECTION 3. Any person, except as hereinafter limited, who is acceptable to the board of directors, may become a stock- holder, and thereby a member of the association by subscrib- ing these articles of association, and taking one or more shares of stock, and paying the entrance fees and dues there- on, as hereinafter provided. Parents and guardians may take and hold shares in the association as trustees in behalf of their minor children or wards, provided the cost of such shares be paid from the personal earnings of such minor children or wards, or by gifts from persons other than their male parents. Married women may take and hold shares in the association, provided the cost of such shares be paid from their personal earnings, the personal earnings of their children voluntarily bestowed for such purpose, or from property bequeathed or given to them by persons other than their husbands. Such parents or guardians, as trustees for their children or wards, shall be members of the association, and entitled to all the rights thereof as though they owned the stock personally, except as hereinafter limited. Upon a minor child becoming of age, the stock so held for him shall be transferred to him, and he shall become a member, and the membership of his trustee, on account of such stock, shall cease. The above provisions in reference to parents, guardians, and married women, and the sources from ORGANIZING UNDER NEW YORK ACT OF 1851. 145 which payments made upon stock held by such classes of persons must be derived, is substantially quoted from section 6 of the act of 1851. Except for such requirement of the law, we should not insert it. In case of married women, the stock will be issued in their name. In the case of a minor child or children, it should be issued to , trustee for , the name of the parent or guardian being put in the first blank and the name of the child or children in the second blank. SECTION 4. A certificate of stock shall be issued to every stockholder, signed by the president and secretary, and under the seal of the association. Such certificate shall state the number of shares it represents, and the number of the series of stock in which it is issued. An entrance fee of cents per share shall be paid to the association upon the issuing of the certificate. Such certificate of stock may be assigned by the owner thereof, or his duly authorized attorney in the presence of the secretary or president of the associa- tion ; but such assignment shall be subject to all the rights of the association in the stock assigned. The assignee, hav- ing obtained the approval of the board of directors, may sign the articles of association, and upon complying with the re- quirements thereof shall become a member of the association. The association, at their option, may take up the assigned certificate and issue a new certificate to the assignee. For every share assigned, there shall be paid to the association a transfer fee of cents. A proper sum for the entrance fee is twenty-five cents per share, and for the transfer fee fifteen cents a share. Payments on Stock. SECTION 5. All payments upon stock other than entrance and transfer fees shall be known as ' ' dues. " Each stockholder 14:6 CO-OPERATIVE SAVINGS AND LOAN ASSOCIATIONS. shall pay upon each share of stock held by him, at or before every meeting for the payment of dues, the sum of , until the share of stock has reached its matured value, when the association shall pay the same to him, as herein- after provided in these articles of association. Whether the payments shall be weekly or monthly depends upon the scheme adopted by the association, and the amount to be paid at each meeting will be largely influenced by the same consideration. It is usual, where weekly payments are required, to make the dues twenty-five cents, and when monthly, one dollar. The matured value of the shares will also in- fluence the amount required for dues at each meeting. For convenience the dues should be twenty-five cents, fifty cents, one dollar, etc. Free Shares, Borrowed Shares, and Limit of Holding. SECTION 6. Shares of stock upon which no loan has been made shall be known as "free shares," while shares of stock upon which loans have been made shall be known as "bor- rowed shares." No stockholder shall hold more than shares in any one series, except that he may, in addition thereto, hold shares as trustee for a minor child or children ; but he shall not be allowed to vote upon such ad- ditional shares held as trustee, and except further that the board of directors may allow a borrower to hold ad- ditional shares for the purpose of borrowing upon them. But no stockholder shall hold more than borrowed shares altogether. Limiting the number of shares is to prevent a few obtaining control. A safe limit is ten shares in each series. The limit to be placed upon borrowed shares should be controlled by the class of property upon which the association expects to make loans. ORGANIZING UNDER NEW YORK ACT OF 1851. 147 ARTICLE THREE. OFFICERS : THEIR ELECTION AND DUTIES. SECTION 1. The officers of this association shall be chosen from among the stockholders, and shall be a president, vice- president, secretary, treasurer, and nine directors, all of whom shall constitute the board of directors of the associa- tion. In addition thereto, the board of directors shall ap- point a suitable attorney, who shall be subject to removal by them without notice at any time. Said officers shall be chosen annually at the annual meeting of the association in each year ; their election shall be by ballot, and each share of stock not in arrears, except as limited by these articles of association, shall be entitled to one vote. In case there shall be a failure for any cause to elect officers at the regular time appointed for the annual meeting, a special meeting of the stockholders may thereafter be called for the purpose of electing said officers. All officers shall continue in office until their successors shall have been duly elected and quali- fied. Whether all the directors shall be elected annu- ally or whether they shall be divided into classes and one part of them elected annually is a matter upon which the practice of associations differs. We have given our views upon that question fully in Chapter VII, and need not repeat them here. We think the majority of associations allow one vote only for each stockholder, regardless of the amount of stock held by him. If the incorporators wish to follow this rule, the above proposed section should be modified accord- ingly. If the incorporators deem it advisable to have the directors hold office longer than one year, the above section should be modified to conform to the scheme which they adopt. 148 CO-OPERATIVE SAVINGS AND LOAN ASSOCIATIONS. Suspension and Removal of Officers. SECTION 2. The board of directors, by a two thirds vote at a regular meeting, or a special meeting called therefor, shall have power to suspend any officer of the association for cause ; whereupon a special meeting of the stockholders of the association shall be called, in the manner prescribed by these articles, to consider such suspension. At the time of calling such special meeting, notice thereof, with the charges and specifications in writing against the offending officer, shall be served upon him personally, or left at his last place of residence. At such special meeting, or a meeting ad- journed therefrom, the offending officer shall be reinstated or removed by a majority vote of the stock represented at such meeting. In the event the association should adopt the mode of allowing each shareholder to cast one vote instead of voting upon his stock, the above should be changed to read " by a majority vote of the stockholders pres- ent at such meeting." Vacancies. SECTION 3. In case of a vacancy occurring in any office by the death, resignation, or removal of any officer, the board of directors shall have power to fill such vacancy until the next annual election, or until the stockholders shall hold an election to fill such vacancy. Duties of President. SECTION 4. The president shall preside at all meetings of the stockholders and of the board of directors, sign all cer- tificates of stock and all orders properly drawn upon the treasurer for the payment of appropriations of moneys, see that each officer performs his duties and that the laws of the association are enforced, and, when directed by the board of directors, to duly execute discharges and acquittances of ORGANIZING UNDER NEW YORK ACT OF 1851. 149 bonds and mortgages, and faithfully and impartially dis- charge all the duties of his office. In some associations the articles of association pro- vide that the president shall discharge any bond or mortgage, when entitled to be discharged, without direction from the board of directors. We prefer the course indicated above, which requires the board of directors to direct the discharge before the president has power in the matter. If the other course is pre- ferred by those organizing the association in the place of the clause above relating thereto, the following may be used : " And it shall be his duty to discharge any bond or mortgage held by the association when the same is entitled to be discharged." Duties of Vice-President. SECTION 5. In case of the absence or disability of the president, the vice-president shall perform his duties. He shall also perform the duties of president in all cases where any proceedings are pending against the president for his suspension or removal. Duties of Treasurer. SECTION 6. The treasurer shall be the custodian of all funds, securities, contracts, and deeds belonging to the asso- ciation, subject, however, to the direction of the board of di- rectors. He shall receipt for all moneys paid to him, and pay all orders or drafts upon him ordered by the board of directors and signed by the president and attested by the secretary. He shall keep suitable and accurate books of account of all his transactions, subject to the direction of the board of di- rectors as to the form and the manner of keeping the same, and shall make a report of the finances of the association to each regular meeting of the board of directors, which report 150 CO-OPERATIVE SAVINGS AND LOAN ASSOCIATIONS. shall be filed by the secretary. His books of account shall be subject to the call and inspection of the board of directors or any member thereof at any time, and shall be subject to the inspection of any stockholder at all reasonable hours. He shall give a bond with at least two sureties, one or more of whom shall not be connected with the bank where he de- posits the funds of the association, in an amount directed by the board of directors, and in form and sufficiency of sureties subject to their approval. At the expiration of his term of office he shall deliver to his successor in office, within five days after the qualification of such successor, all moneys, books, and papers of the association in his possession ; and in case of his suspension and removal from office, he shall deliver the same to the board of directors upon his removal forthwith. The above provision, requiring that one or more of the sureties should not be connected with the bank where the treasurer deposits the funds of the associa- tion, may be omitted if the incorporators do not deem it wise to require such a provision. It usually occurs that in case of a failure of a bank that all persons con- nected therewith become insolvent; and if all the treasurer's sureties upon the bond were connected with the bank, by a failure of the bank the bond would become worthless. Duties of Secretary. SECTION 7. The secretary shall be present at all meetings of the stockholders and board of directors in person, or have a proxy from the board of directors, and keep correct minutes of the proceedings, which shall be transcribed into a suitable minute-book and read at the next meeting for the approval of the board. He shall sign all certificates of stock and all orders directed to be drawn by the board of directors upon the treasurer, and receive the dues, fines, and interest and ORGANIZING UNDER NEW YORK ACT OF 1851. any other moneys coming to the association when so directed by the board of directors, and receipt for the same, or assist the board of directors or its committee in receiving and re- ceipting for the same when so directed. He shall publish and serve all notices and advertisements when directed or required to be published or served ; he shall keep an accurate account of all moneys paid to the association ; he shall keep a true account between the association and the shareholders, and give to the shareholders at all times any desired informa- tion in relation to the financial affairs of the association ; he shall keep such books of account and in such manner and form as the board of directors shall require. His books of account shall be subject to the call and inspection of the board of directors or any member thereof at any time, and shall be subject to the inspection of any stockholder at all reasonable hours. When so directed by the board of di- rectors, he shall have an office, known as the office of the association, and be in attendance thereat at such hours of the day as they shall direct. All moneys received by him shall be turned over by him to the treasurer within hours after the receipt of the same. He shall make such reports to the board of directors as they shall require from time to time ; he shall make a detailed report of the business of the associa- tion at each annual meeting and all other meetings of the stockholders when requested so to do by any officer of the association. He shall have charge of the correspondence of the association, and shall deliver to his successor in office, within five days after the qualification of such successor, all books and papers in his possession belonging to the associa- tion, and, in case of his removal from office, he shall deliver the same to the board of directors forthwith. In drafting the foregoing section we have endeav- ored to make it applicable alike to an association which has a regular office for the receipt of dues, interest, and fines, and allows the stockholders to pay the same 152 CO-OPERATIVE SAVINGS AND LOAN ASSOCIATIONS. to the secretary at any time prior to the regular meet- ing, as well as to associations which only permit dues, interest, and fines to be paid at the time of the regular meetings. In the latter case the secretary usually as- sists the finance committee of the board of directors in receiving and receipting for dues, etc. We believe it right in all cases to leave the general control of the whole matter to the board of directors. Duties of Attorney. SECTION 8. It shall be the duty of the attorney to make abstracts of title, or examine the same when procured by the borrower from the county clerk, of all real-estate which has been offered to the association as security for loans and ap- proved by the board of directors or its finance committee, and, if satisfactory, to indorse his approval thereon. He shall prepare all securities given to the association, and see that all policies of fire insurance which are given to secure loans are in proper form and with proper indorsements for the security of the association. His charges for such services shall be reasonable at all times, and subject to the direction of the board of directors, and shall be paid by the borrower, unless the board otherwise directs. He shall see that all mortgages are properly entered for record before any ad- vances are made thereon. He shall meet with the board of directors as required, but shall have no vote. He shall re- ceive no compensation for meeting with the board from the association, except as they may direct. The above clause, saying that the attorney shall have no compensation for meeting with the board of directors, except as they shall direct the same, is to obviate any implied agreement to pay him what his services are reasonably worth when he attends at their request. Under the section as it stands the board will ORGANIZING UNDER NEW YORK ACT OF 1851. 153 have to vote to give him the compensation therefor before he would be entitled to any, although he should attend at their request. Finance Committee. SECTION 9. The president shall appoint from the nine di- rectors, during the year, three finance committees of three members each, and each committee shall serve for the term of four months. The appointments shall be so made that each director shall serve upon one of said committees. Such committee, except when the board of directors shall other- wise direct, shall pass upon all securities offered to the asso- ciation for loans, subject to the approval of the attorney as to the title of real estate. They shall examine personally all real estate upon which they shall pass, as to its sufficiency as a security. They shall hold a meeting on the after each regular meeting of the board of directors, for loaning money, at m. o'clock. They shall audit all bills against the association ; [they shall attend all regular meet- ings for the receipt of dues, interest, fines, etc., and receive and receipt for the same, and at the close of the meeting turn the same over to the treasurer, and take his receipt therefor;] they shall perform such duties proper for a finance com- mittee, as the board of directors shall direct. The clause above, inclosed in brackets, in reference to the receipt of dues, etc., by the finance committee, should be omitted when the association wishes to adopt the scheme of having dues, interest, and fines, received wholly by the secretary, when he has an office for that purpose, or under any other arrangements whereby the secretary is authorized to receive and receipt for dues, etc., and in its stead there should be a clause, in substance, as follows : " The finance com- mittee shall audit the accounts of the secretary quar- 11 154: CO-OPERATIVE SAVINGS AND LOAN ASSOCIATIONS. terly, and at such other times as the board of directors may order." Auditors of the Annual Report. SECTION 10. The president, at the time of the last meeting for the receipt of dues, etc., before the annual meeting, shall appoint three stockholders who are not officers in the association, who shall examine the books of account of the treasurer and of the secretary, and the annual report pre- pared by the secretary, and verify the same by an examina- tion of the books of the secretary, and of the securities and funds held by the treasurer, and if found to be correct, in- dorse their approval thereon. The object of this provision is to have a committee appointed from the stockholders who have had noth- ing to do with the management of the business during the year, for the purpose of verifying the results shown by the detailed annual report of the secretary. ARTICLE FOUR. MEETINGS OF THE ASSOCIATION. SECTION 1. The annual meeting of the stockholders shall be held on the day of in each year, at o'clock in the evening. In fixing the time for the annual meeting, suffi- cient time should be allowed between the last meeting for the receipt of dues, etc., and the loaning of money in the fiscal year, to enable the secretary and treasurer to write up their books, and for the secretary to pre- pare his annual report and have it printed. It will be found advisable in the long run to allow at least two weeks for these purposes. ORGANIZING UNDER NEW YORK ACT OF 1851. 155 Board Meetings. SECTION 2. The board of directors or the finance commit- tee shall hold a meeting on the day of , between and o'clock in the evening, for the receipt of dues, interest, and fines, and immediately following such meeting the board of directors shall hold a meeting for offer- ing the money of the association to borrowers, and for the transaction of any other business of the association which comes before the board of directors. This section relating to the board or the com- mittee for the receipt of dues, etc., offering money for sale, and transacting other business of the association, will vary greatly according to the scheme adopted by the incorporators for conducting the business of the association. If the scheme is adopted whereby dues, etc., are paid to the secretary, then the meeting of the board should not be held until the time is up within which dues, interest, and fines, may be paid, and the meeting of the board will be for the purpose of offer- ing the money for sale, and transacting the regular business of the association ; or, instead of the meeting for this purpose at this time, the finance committee may be authorized to offer the moneys to borrowers, and the meeting of the board of directors be held at some other time for the transaction of such business as may come before them. Again, the section will be modified as the scheme adopted calls for weekly or monthly meetings. The section as given in blank may be filled up either for weekly or for monthly meetings. Special Meetings of the Board. SECTION 3. Special meetings of the board of directors may be called by the president at any time upon twenty-four 156 CO-OPERATIVE SAVINGS AND LOAN ASSOCIATIONS. hours' notice. Such notice may be given orally by the presi- dent or secretary, or by serving a written notice, stating the object and time of the meeting, upon each director, or by leaving the same at his residence, in the custody of some person residing therein, of suitable age and discretion. The president shall call a special meeting of the board of direct- ors, when requested so to do by three members, in writing, specifying the purpose for which they desire the meeting to be called. It may seem to some persons that the above pro- vision for calling the special meeting of the board of directors allows but a very short time; but in the practical management of an association it will fre- quently be found necessary for the board of directors to come together to consider some matter upon short notice, and if a longer time than twenty-four hours is required, inconvenience at times will be caused. Special Meetings of Stockholders. SECTION 4. Special meetings of the stockholders may be called by the president, and shall be called by him when- ever requested by ten stockholders, in writing, specifying the purpose for which they desire the meeting called. Five days' notice of any special meeting for any purpose shall be given by mailing, postage prepaid, to the post-office address of every stockholder, as it appears upon the books of the association, a written or printed notice, stating the time and place, and the business to be brought before the association. Quorums. SECTION 5 stockholders shall constitute a quorum at all meetings of the stockholders, and directors shall shall constitute a quorum at all meetings of the board of directors. ORGANIZING UNDER NEW YORK ACT OF 1861. 157 The number to constitute a quorum should be in- fluenced by the expectations as to the number of stock- holders. Post-office Address of Stockholders. SECTION 6. At the time of signing the articles of associa- tion, each stockholder and trustee shall write opposite his name his post-office address, and shall notify in writing any change made thereafter in his post-office address. The object of this section is to make suitable pro- vision for mailing any notices required to be given by these articles of association. ARTICLE FIVE. LOANS : TO WHOM MADE. SECTION 1. The funds of the association available for loans shall be loaned only to its stockholders. Every stock- holder who can give the required security shall have an equal right with every other stockholder to such funds to an amount not exceeding the matured value of the shares held and owned by him. Loans shall be regarded as advances upon the ma- tured value of the shares borrowed upon, and shall be made only for the matured value of the shares, except, when neces- sary to make out the sum the borrower desires, the frac- tional parts of one fourth or one half of a share may be so advanced. Under the foregoing, if the matured value of shares is $200, loans must be in the sum of $200 or a multi- ple thereof ; except a borrower wanted $250, when one share and a quarter could be loaned. The borrower would have to own two shares of stock. If the matured value was $100, he would have to own three shares, and borrow upon two shares and one half of the third share. The section as proposed limits all loans to stockhold- 158 CO-OPERATIVE SAVINGS AND LOAN ASSOCIATIONS. ers. In the event of an accumulation and no demand for loans, there should be forced withdrawals, which will be provided for under the head of withdrawals. The Funds : How and when offered to Sorrowers. SECTION 2. All funds available for loans shall be offered to borrowers by the board of directors or their financial com- mittee at an open meeting held immediately following the regular meeting for the receipt of dues, etc., or at such other regular and stated times as the board of directors may direct ; but in the event all of said funds shall not be loaned at said stated meetings, the board of directors or their finance committee may hold special meetings for the purpose of offering such funds to borrowers. The offering of the funds to borrowers may be de- volved wholly upon the board of directors, in which case the words " or their finance committee " should be stricken out wherever it occurs ; or it may be con- fided wholly to the finance committee, in which case, in place of " the board of directors or their finance com- mittee," the words " the finance committee of the board of directors " should be substituted ; or the conducting of the sales may be given to the secretary, in which case " the secretary " will be inserted instead of the " board " or its " finance committee." Interest. SECTION 3. Interest on all loans shall be at the rate of per cent per annum, payable in installments at the same time that dues are paid upon the stock borrowed upon. While legal interest remains at six per cent, we believe it best to make it the interest on loans. Fixing it at a lower rate will only tend to increase the amount of premium bid. ORGANIZING UNDER NEW YORK ACT OF 1851. 159 Premiums. SECTION 4. The right to borrow the funds, when two or more stockholders desire the same at the times they are offered to the borrowers, shall be decided by the bidding of a premium per share ; and the loan shall be awarded to the highest bid- der, and the premium bid shall be deducted from the amount loaned at the time the loan is paid over to the borrower. The plan proposed in this section is the gross plan, without the system of rebates. The borrower gives his security for the amount borrowed. The pre- mium is deducted from the sum loaned, and the bor- rower thereafter has simply the interest on his loan and dues on stock to pay. If the incorporators prefer the installment premium plan, which is the most common at present, the following should be adopted in place of the above : SECTION 4. The right to borrow the funds, when two or more stockholders desire the same at the times they are offered to borrowers, shall be determined by the bidding of a certain sum per share, to be paid monthly in addition to the monthly installment of interest during the continuance of the loan ; and the loan shall be awarded to the highest bidder, and the security given shall include the payment of such monthly installment of premium. In the event the incorporators should prefer the interest premium plan, then the following should be used, in the place of the foregoing sections 2 and 3. Premium Interest Plan. The right to borrow the funds when offered to borrowers shall be decided by a bidding upon the rate of interest to be paid per annum, payable in monthly installments, at the same time the dues are paid upon the stock borrowed upon. The 160 CO-OPERATIVE SAVINGS AND LOAN ASSOCIATIONS. loan shall be awarded to the highest bidder, provided, how- ever, that no bid shall be accepted for a less rate than .... per cent per annum. We have in preceding chapters fully discussed these several premium plans, and expressed our convictions as to the respective merits of each, hence we will not discuss them now. We give no form for the gross plan, with the system of rebates, for the reason that we do not wish to be responsible in any degree for con- tinuing a system so complex and so misleading. Naming Security. SECTION 5. The person or persons to whom a loan or loans are awarded shall forthwith furnish to the board or their committee a full description of the security or securities pro- posed for the loan or loans. The description of the securities proposed should be passed at once to the committee charged with the duty of passing upon their sufficiency. In place of " the board or their committee " above named should be inserted the precise officer or officers conducting the sale as fixed in the prior section. Rejected Security. SECTION 6. The borrower shall pay interest on his loan from the time the same is awarded to him at the sale of the funds. In the event he fails to give satisfactory security, he shall pay interest on the sum bid off until the first stated meeting for the loaning of money after the rejection of his securities, and his right to a loan under his bid shall be lost. The borrower should pay interest as above provided, for the reason that the funds must be set aside for him at once upon awarding him a loan. In case the ORGANIZING UNDER NEW YORK ACT OF 1861. 161 monthly installment premium plan is adopted, the first line in the section should be amended so as to read, " The borrower shall pay interest and the monthly (or weekly, as the case may be) installment of pre- mium on his loan," etc. ; and also amended below so as to read, " He shall pay interest and the install- ment of premium on the sum bid off," etc. A provision may also be incorporated in the above section provid- ing that in case the loan is passed for a less sum than bid off, and the borrower accepts such reduced loan, he shall pay the interest and installments of pre- mium, if any, upon the full amount bid off up to the first stated meeting for the sales of money after the acceptance of the loan. This latter provision has a wholesome effect in restraining borrowers from over- estimating the value of the real estate they offer as a security. ARTICLE SIX. Security for Loans. SECTION 1. The security for all loans shall be a bond in the penal sum of twice the amount loaned, secured by a first mortgage upon unincumbered real estate, accompanied by a transfer and pledge to the association of the shares borrowed upon and all accumulations that have or shall accrue thereon ; or, in lieu of the mortgage, the borrower, or another, may transfer and pledge to the association free shares, the with- drawing value of which at the time of borrowing, added to the withdrawing value of the shares borrowed upon, shall exceed the amount loaned and the interest thereon for six months. All bonds and mortgages given to the association shall contain or refer to the conditions for the repayment of loans and the interest thereon prescribed by these articles of association. 162 CO-OPERATIVE SAVINGS AND LOAN ASSOCIATIONS In case the installment premium plan is adopted there should be added to the phrase " and the interest thereon," wherever it occurs, the words, " and install- ments of premium bid." If desired, a limit may be placed upon the amount of the mortgage as related to the appraised value of the mortgaged premises. To do this, there would be inserted after the words " real estate " in the second line, the words, " for not exceed- ing per cent of its appraised value as appraised by the finance committee." Payment of Loans. SECTION 2. The borrower shall continue to pay to the asso- ciation the installment of interest (and install- ment of premium) until the shares borrowed upon shall reach their matured value, unless the loan is otherwise paid be- fore that time, when the association shall discharge the se- curities and the borrower shall surrender the stock borrowed upon. A borrower may repay a loan and all arrearages of interest (and installments of premium) and fines thereon, or one share thereof, at any stated meeting for the receipt of dues, etc., or to the treasurer at any other time ; but when not made at said stated meeting he shall pay interest (and installments of premium) up to the first regular meeting for loaning money after such payment. He may pay the loan in full, and thereby entitle him to have the shares borrowed upon released from liability for the loan, or he may have the withdrawal value of the shares applied as a part of the pay- ment, and surrender his stock to the association, and have his bond (with any mortgage accompanying it) discharged. The board of directors shall direct the president and secre- tary to execute a proper discharge of any security held by the association, when for any cause it should be surrendered. The blanks at the beginning of the section will be filled out with the words " weekly " or " monthly," ac- ORGANIZING UNDER NEW YORK ACT OF 1851. 163 cording as the scheme requires weekly or monthly payments. The clause in the brackets will be omitted, except when the installment plan of premium is adopted, in which case the brackets will be removed. Under this section the borrower may pay the whole loan, or any share of the loan, at any time. If paid between the stated meetings for the sales of money, interest must be paid thereon up to such stated meet- ing after the payment. Under this section, no officer of the association will, on his own authority, have the right to discharge the securities ; it must be authorized by the board of directors. We believe this to be the safest course ; but as we have remarked in the section relating to the duties of president, some associations empower the president to discharge without authority from the board. The above section may be easily modified to adapt it to such a course. Default on Securities. SECTION 3. "Whenever a borrower shall be months in arrears in the payment of the dues upon the stock bor- rowed upon and interest upon the loan (or installments of premium bid) or either of them, the whole loan shall become due at the option of the board of directors, and they may proceed to enforce collection upon the securities held by the association. The withdrawal value, at the time of the com- mencement of the action, of all shares pledged as collateral security for the loan shall be applied upon the loan and arrearages of interest (installments of premium) and fines thereon, and the shares shall be deemed surrendered to the association. The periods to be filled in the blanks left in the foregoing section as to the time the default shall ex- tend will be influenced by the scheme of the associa- 164 CO-OPERATIVE SAVINGS AND LOAN ASSOCIATIONS. tion as to whether it calls for weekly or monthly in- stallments. It is usual to give six months in cases where the installments are paid monthly, and three months where the installments are paid weekly. Purchase of Real Estate. SECTION 4. The board of directors may purchase at any public sale or at any private sale, when deemed advisable to secure the association from loss, any real estate upon which the association may hold a mortgage, judgment lien, or other incumbrance, or in which it may have any interest ; and may sell, convey, lease, or mortgage the same, or make improvements thereon, as shall seem for the best interest of the association. Upon the decease of a stockholder having received a loan, his heirs, legatees, or legal representatives, or the persons legally liable to pay the loan or the mortgage given to secure the loan, may, upon subscribing to the arti- cles of association and by-laws, succeed to all the rights of the deceased in the association, subject to its rules and regu- lations. ARTICLE SEVEN. Fines. SECTION 1. Whenever any stockholder shall make default in the payment of his dues or interest (or installments of premium) at any regular meeting or time for the payment of the same, when due, he shall pay a fine of per cent on the sum defaulted, and shall continue to pay such fine for every said meeting or time while such default continues. The provisions of this section are intended to be broad enough to apply to an association which adopts the plan of having dues paid to a single officer at stated times, as well as when the board of directors, or its finance committee, hold stated meetings, weekly or ORGANIZING UNDER NEW YORK ACT OF 1851. 165 monthly, for the receipt of dues, etc. It imposes the fine for each default. To illustrate, suppose the scheme be one requiring monthly dues, and the stock- holder makes default in the payment of his dues, etc., for May, and makes no payment in June, he will be fined for his June payments and also on his May pay- ment still unpaid, and so on until he shall pay up. As to the amount of the fine, there is much diversity in the practice of associations. We believe in making it 10 per cent. It should be large enough to insure prompt payment. Forfeitures. SECTION 2. In the event any stockholder holding free shares shall be six months in arrears, at any time, for dues thereon, the secretary shall serve upon him personally a no- tice showing said stockholder's arrearages upon said free shares, and requiring him to pay said arrearages within sixty days from the service of notice, or his said shares, and all dues previously paid thereon, will be forfeited to said asso- ciation ; and in the event a personal service of said notice can not be made, a publication thereof in a daily or weekly newspaper, published in the of , once in each week, for six successive weeks, shall be deemed equivalent to a personal service, and the sixty days within which said defaulting stockholder may pay up his arrearages in case of service by publication, shall commence on the day of the last publication; and in the event such defaulting stockholder shall not pay up the arrearages aforesaid within the sixty days aforesaid, the board of directors, at any regular meeting thereof, by a majority vote, may declare such defaulting stockholder's free shares forfeited to said association, and all moneys previously paid thereon, and thereupon he shall cease to be a member of said association for any purpose whatever. 166 CO-OPERATIVE SAVINGS AND LOAN ASSOCIATIONS. This section is framed to meet the requirements of section 4 of the act of 1851. In framing articles of association under any other act in the State of New York or elsewhere, it would be necessary for the incor- porators to refer to the act under which they were in- corporated, and determine whether there was any pro- vision in the act limiting the power of forfeiture. If the general act contained no limitations upon the power of the association in declaring stock forfeited upon which default has been made in the payment of dues thereon, then a section might be drawn to take the place of the above, in language substantially as follows : " The board of directors shall have power, in the case of a stockholder months in arrears in payment of his dues, to declare his stock forfeited and all moneys due thereon from the association, in the event he shall not pay the same within days after a notice of the amount of his arrears has been duly served upon him personally, or left at his place of residence, as shown by the books of the association, with some person of suitable age and discretion by the secretary of the association ; and if no person of suit- able age and discretion can be found at said residence, then by affixing said notice to the front door thereof ; but this section shall not apply in case default in pay- ment has arisen by reason of the death of the default- ing stockholder." ARTICLE EIGHT. DISTRIBUTION OF PROFITS AND LOSSES. SECTION 1. Profits and losses shall be distributed at least annually, and always before issuing a new series of stock. Profits shall be distributed in the form of a dividend added ORGANIZING UNDER NEW YORK ACT OF 1851. 167 to the value of each share outstanding which has not ma- tured. The dividend thus added to each share shall bear the same rate of percentage to the value of the share that the total net profits to be distributed bear to the total value of all the shares to which the distribution is made. In ascertaining the total net profits to be thus distributed, which have accrued since the last distribution, any losses sustained during that time shall be deducted from the gross profits. In the event the losses sustained shall exceed the profits, then the profits shall be deducted from the gross loss, and the net loss shall be assessed upon each share of stock outstanding upon the same principle above given for adding dividends, and the sum assessed upon each share shall be subtracted therefrom. Matured stock shall not share in dividends or be liable for losses, but, instead thereof, each matured share, from the time of its maturity until paid off, shall draw interest at the rate of per cent per annum, to be paid when the stock is paid. This system of distributing profits and losses is simple, just, and equitable. It treats all stockholders as partners, and each partner receives profits in pro- portion to the capital which he has in the association, and treats as part of such capital all dividends made to him. We have, in Chapter III, discussed the manner of declaring the dividend. We give an illus- tration in Chapter IX. It should be clearly borne in mind that premiums not yet paid are not profits. Nothing should be counted as profits in declaring dividends which has not been actually paid in. In those associations that have already adopted, or should foolishly, as it seems to me, hereafter adopt the gross plan of premium with a system of rebates, whereby the borrower is allowed a rebate of one eighth 168 CO-OPERATIVE SAVINGS AND LOAN ASSOCIATIONS. or one ninth or one tenth upon the premium for each full year of the time remaining in which it is assumed it will take the stock to mature upon which the loan is made, in case he shall repay his loan, in ascertaining the amount of profits to distribute, loans should not be reckoned at their face value, but only at the sum the association would receive if paid off at that time in fact, their present value. Upon this rock many asso- ciations have come to grief. While they had as a part of their scheme the rebate system, they have reckoned their loans outstanding in computing assets at their face value, or apparent value ; whereas their real value was the sum which would pay them off at the time the dividend was declared. Matured stock should not be allowed dividends. They are awaiting pay- ment, and the rate of interest allowed should be low. We suggest three per cent. Matured stock should be paid off as rapidly as the association has funds appli- cable to such purpose. ARTICLE NINE. WITHDRAWALS, AND HOW COMPUTED. This is an important matter, and one in which in practice great diversity exists. It involves two distinct questions : 1. As to what percentage of the profits which have been added to the stock shall the associ- ation retain from the withdrawing stockholder? 2. Shall it be determined and fixed by the articles of association, or shall the power of determining the same from time to time be lodged in the board of directors ? We will give a form of a proper article for either course ; and first we give the form of an article which fixes definitely the share returned. It can be adapted ORGANIZING UNDER NEW YORK ACT OF 1851. 169 to any rate per cent by simply changing the rate per cent we have used. SECTION 1. Any stockholder owning free shares may with- draw the same, upon filing a written notice of his intention so to do with the secretary, and at the next meeting of the board of directors they shall direct orders upon the treasurer to be drawn to pay such stockholders desiring to withdraw, according to the priority in the filing of such notices, as soon as there are funds applicable to the payment of with- drawing stockholders under the provisions of these articles of association. Such withdrawing stockholder shall re- ceive, less any fines he may owe, during the first six months the series has run in which the stock withdrawn was issued, the amount of dues paid thereon, and during the last six months of the first year he shall receive the dues paid thereon and interest at the rate of four per cent per annum ; and after the first year and until the close of the sixth year in the age of the series in which the stock withdrawn was issued, he shall receive the dues paid thereon, and seventy- five per cent of the profits which have been added to said shares in dividends up to and including the last distribution of profits and losses before such withdrawal, together with four per cent interest thereon from the last distribution, to which shall be added also dues paid since such distribution and four per cent interest thereon. During the seventh year of the series of stock, he shall receive eighty per cent of the profits, instead of seventy-five as above ; during the eighth year, eighty-five per cent ; during the ninth year, ninety per cent ; and during the tenth year and until the series mature, ninety-five per cent. We believe the rates given above are just and equitable. In the event, however, that a " guarantee fund" should be created and carried, then a larger percentage of the profits might be given to the with- drawing stockholder. The reasons for increasing the 12 170 CO-OPERATIVE SAVINGS AND LOAN ASSOCIATIONS. percentage as the stock approaches maturity is to stimulate withdrawals, in order that when a series matures there shall not be a large number of free shares remaining. The following is a form in which the power of determining the withdrawal value is lodged with the board of directors within certain lim- itations. That portion of the foregoing form preced- ing the first period will be used with it : The board of directors, at each meeting held for making and declaring a distribution of profits and losses, shall also determine the withdrawal value of the shares of stock until the next distribution of profits and losses. In determining such withdrawal value, they shall allow to all shares of stock over two years of age, in addition to the dues paid thereon, less any fines unpaid, seventy per cent of the profits which have accrued and been added to the value of the shares, and as much more as to them shall seem wise. They shall have discretionary power to make the percentage of profits with- drawn uniform upon all such shares, or increase the same as the shares increase in age. In the case of shares not over two years of age at the time of determining the withdrawal value, they shall allow, in lieu of a percentage of profits, in- terest upon the dues paid in at a rate of not less than four per cent per annum. Upon all withdrawals made until the next distribution of profits and losses, in addition to such withdrawal value, interest shall be paid upon such withdrawal value of the shares, and upon all dues paid subsequent to such declaration of withdrawal values, together with such dues, at the rate of four per cent per annum. These sections assume the matured value of shares to be $200, and monthly dues $1. If the matured value is placed at a less sum, and dues at $1 a month, or twenty-five cents a week, the times specified, the sections should be shortened to correspond. ORGANIZING UNDER NEW YORK ACT OF 1851. ARTICLE TEN. THE DIVISION TO BE MADE IN THE APPLICATION OP THE FUNDS OF THE ASSOCIATION. SECTION 1. The division of the moneys received by the association between the borrowers, withdrawing shareholders, and matured stock, shall be made as follows : When the association shall not have outstanding any matured stock, one half of the receipts from dues, interest, and fines at every stated meeting shall be offered to borrowers, and withdraw- ing shareholders shall be entitled to the other half. In the event notices of withdrawals have not been filed sufficient to take said one half, the remainder thereof shall be also offered to borrowers. In case there should not be borrowers, and there should be a demand for more than one half by with- drawing stockholders, any sum remaining, after meeting the demands of borrowers, may be applied to withdrawals. And in the event of the association having matured stock unpaid, then one third shall be applicable to matured stock, one third to borrowers, and one third to withdrawals. In case there shall not be demand by borrowers for the one third set aside for them, the same shall be applied to the payment of ma- tured stock, or such balance as remains after the applications of borrowers have been filled. Any moneys received by the association from the repayment of the principal of a loan shall be added to the share set aside for borrowers, if there be demand for the same. If not, they shall be applied in the same manner as provided above for dues, interest, and fines. If at any time there shall be an accumulation of the funds in the treasury of the association for which there is no demand by borrowers, matured stock, or withdrawals, and no pros- pect of a demand in the immediate future, the board of di- rectors may, in their discretion, under rules made by them, compel the withdrawal of free shares in any series at any time after four years from the date of their issue, provided that the shareholders whose shares are to be thus withdrawn com- 172 CO-OPERATIVE SAVINGS AND LOAN ASSOCIATIONS. pulsorily shall be determined by lot, and that they shall be paid all dues paid thereon and all profits which have been added to their shares, less any fines and proportionate part of any loss sustained since the last distribution. Whenever a series of stock shall mature, the holders thereof shall re- spectively file with the secretary a notice asking for the pay- ment of the same, and specifying the amount due, and such stock shall be paid in the order of the priority of the filing of such notices. The foregoing article is intended to relieve all con- flict that might arise between the three classes of per- sons, viz., holders of matured stock, borrowers, and stockholders desiring to withdraw, in relation to the application of the funds of the association. It also provides a regulation for the payment of matured stock. The stockholder, during the years that his stock is maturing, understands that at its maturity he can not receive his money, except as there are funds applicable to the payment of matured stock, and hence he will not be disappointed if his stock is not paid at once upon its arriving at maturity. The provision with reference to compelling withdrawals provides a safeguard against an accumulation of funds in the association which shall remain uninvested. An occa- sion will seldom arise for using this provision in the articles, but it is wise for such power to be given to the board of directors. ARTICLE ELEVEN. Compensation of Officers. SECTION 1. No officer of this association shall receive compensation for services rendered, except the attorney, as before provided, and the treasurer and the secretary, unless the stockholders of the association, at an annual meeting, or ORGANIZING UNDER NEW YORK ACT OF 1851. 173 a special meeting, shall authorize the payment of such com- pensation, and fix the amount thereof. The board of di- rectors shall annually determine the compensation to be paid the secretary and the treasurer. In nearly all associations of this character the only officers who receive compensation are the secretary and the treasurer, and the salaries paid to them are not large for the amount of services performed. Some associations allow compensation for president; some also provide for the payment of compensation to the committee which passes upon the sufficiency of loans, and charge the amount thereof to the borrowers. This section may be amended, as given above, to suit the incorporators of the association in that particular. Incurring of Expenses. SECTION 2. No officer of the association shall make or incur any expenses on behalf of the association unless duly authorized so to do by the board of directors. By-Laws. SECTION 3. The board of directors may enact by-laws for conducting the business of the association not in conflict with these articles of association or the laws of the State. ARTICLE TWELVE. AMENDMENTS TO THESE ARTICLES OF ASSOCIATION. SECTION 1. These articles of association may be amended at any annual meeting of the stockholders, or at any special meeting called for that purpose, by a two-thirds vote of the stock represented at such meeting ; or they may be amended by a majority vote, provided the proposed amendments have been duly mailed to each stockholder one month preceding such meeting. 174 CO-OrERATIVE SAVINGS AND LOAN ASSOCIATIONS. If the system adopted by the association is one vote for a stockholder, then the above section should read " stockholders " instead of " the stock repre- sented." It is impossible to frame articles of association that will answer the purpose of all associations that may be formed under the act of 1851 ; but, in framing the foregoing, we have attempted to adapt them to all the ordinary schemes upon which the true building and loan association may be conducted. We have no doubt that imperfections may be found in them, but we be- lieve they will furnish a safe guide to all incorporators of associations of this class not only in the State of New York, but in every State in the Union, except as the powers of the corporation may be limited by the general act for the incorporation of this class of associations in the respective States, and that the changes to be made in them to adapt them to the laws of any State in the Union will be very few indeed. Signing the Articles of Association. After the articles of association have been adopted, they should be subscribed by all who have united in the formation of the society. In cases where a com- pleted draft or printed copy of such articles of associ- ation have been presented to the meeting and have been adopted without material changes, such signing may be proceeded with at once ; but in case changes have been made which will require a new copy to be made before they are in clean shape for signing, an adjournment of the meeting will be had to some fut- ure time to allow such draft to be prepared. Where ORGANIZING UNDER NEW YORK ACT OF 1851. 175 an adjournment is had for the reason above stated, or for any other reason, two courses may be pursued. One is to have the articles of association ingrossed in a book which shall be known as the " Articles of Asso- ciation Book," and at the adjourned meeting those who have united in forming the association can subscribe the articles of association in the book ; and all other persons thereafter uniting with the associa- tion subscribe the same in the same book. All, in addition to their names, should give their post-office addresses. The other course that may be pursued is to have the articles of association printed in form for distri- bution among the members, and to be bound in the pass-books which will be issued to each member when he commences paying dues upon his stock. This course will allow the printed copy to be pasted in the book for members to subscribe instead of the written copy. It will also provide for the copy which is to be filed in the county clerk's office as hereafter described. Election of Officers. In the event the articles of association adopted are in such condition that they may be subscribed at once, the election of officers should be proceeded with. If, however, the meeting adjourns to allow the articles of association to be ingrossed or to be printed, the elec- tion of officers should be delayed until the adjourned meeting. At such other time as they are elected, the proceedings for their election will be controlled by the provisions adopted in the articles of association except in the following particular : If the articles of associ- 176 CO-OPERATIVE SAVINGS AND LOAN ASSOCIATIONS. ation should provide that each shareholder shall be en- titled to as many votes as he holds shares of stock, that provision will not be applicable at the first meet- ing for the election of officers, for the reason that no shares of stock have yet been issued ; and each person uniting in the formation of the association, and who has subscribed the articles of association, will be sim- ply entitled to one vote, the same as though the arti- cles of association provided that in all meetings of the association each shareholder shall be entitled to one vote regardless of the number of shares owned by him. Filing the Articles of Association. As we have already seen by section 3 of the act of 1851, a copy of the articles of association, signed by the officers of the association, together with a state- ment showing when the association was formed ; the place of the transaction of its business, and the names of its officers and directors at the time of making said statement, duly verified, must be filed in the office of the clerk of the county where the association is to transact its business. The following is the proper form for such statement : To all whom it may concern: We, the undersigned, do hereby state and certify that the foregoing is a true copy of the articles of association adopted by the association of the of the State of New York. That such association was organized and such articles of association adopted on the day of , 18. . That the place where said association will conduct its busi- ness is the in the county of , in the State of New York. That the following are the names of the officers and ORGANIZING UNDER NEW YORK ACT OF 1851. 177 directors or trustees of the said association at this time, to wit : , President ; , Vice-President ; , Treasurer ; , Secretary. directors or trustees. This statement should immediately follow the copy of the articles of association, and should be signed by each of the officers with their official titles. Im- mediately following the same should be an affidavit made by the president, or any other officer, as follows : State of New York, ) County of , j * , President of the Association of the county of , in the State of New York, being duly sworn, says that he is the President of the Associa- tion of the county of , in the State of New York ; that the foregoing is a true copy of the articles of associa- tion of said association, and that the foregoing statement, in all respects, correctly states the date of the organization of the said association, the place where the business thereof is to be transacted, and the names of the officers, directors, or trustees thereof at this date, and that the names of the officers and trustees above signed to said copy of the articles of asso- ciation and the statement of facts immediately following the same are the officers and directors or trustees of said associa- tion at this time, and that such statement is made and signed as above, in conformity to section 3 of the act of 1851, in Chapter 122, entitled " An act for the incorporation of Build- ing, Mutual Loan, and Accumulating Fund Associations," for the purpose of effecting the incorporation of such association as by said section provided. Sworn to before me this day of , 188.. 1Y8 CO-OPERATIVE SAVINGS AND LOAN ASSOCIATIONS. When the instrument is completed it will contain, first, a true copy of the articles of association ; next, the statement when the association was organized, the place where its business is to be transacted, and the names of its officers and directors or trustees ; next, the signatures of the officers of the association ; and lastly, the affidavit. The copy used for making this instrument for fil- ing may be a printed copy, in case the articles of association are printed. When completed, the same should be filed in the county clerk's office, where the association is located. With the filing of this instru- ment, the incorporation is completed. CHAPTER IX. HOW TO KEEP ACCOUNTS. THE keeping of accounts seems a very simple mat- ter when an association is first organized ; but after a few years' experience many vexatious difficulties will be met unless a proper system is adopted at the begin- ning. Begin right and the future is easy; start wrong, and the success of the association may be en- dangered. Under a wrong system there may appear to be a greater surplus to be distributed than in fact exists. Many associations in the past, working under the gross system with a system of rebates on the re- payment of loans, have fallen into the error of treating as assets the face value of all securities held, without deducting the premium bid on the loan that would be deducted from the face value in case of repayment of the loan. The system adopted should be as simple as possible and secure accuracy ; but it will be found quite impos- sible to secure the desired accuracy unless the system involves double entry. There can be no excellence without labor. A set of account-books that will reveal at all times with unerring accuracy the actual condi- tion of the association, is a source of pride to the secretary who has kept them, and inspires conn- 180 CO-OPERATIVE SAVINGS AND LOAN ASSOCIATIONS. dence in the shareholders in the wisdom of the man- agement. We can not enter upon an extended discussion of book-keeping, but the purpose we have in view in this work would be incomplete if we did not outline a suit- able system of book-keeping. The system given in this chapter has been in actual operation for many years in one of the most successful associations in this country. The able secretary, James N. Ward, Esq., of Elmira, New York, a lawyer as well as an expert ac- countant, has written out for us the system in use by him, many features of which have been of his own origination, and whatever merit this system contains is due largely to him. We fully approve of it and assert that any secretary who adopts it will sooner or later thank us for outlining the system for him. The outline given assumes the matured value of a share at $200 ; monthly dues of one dollar ; interest at 6 per cent per annum ; fines for default of payment of dues and interest, 10 per cent of amount defaulted each month ; entrance fee twenty-five cents per share ; transfer fee ten cents a share ; stock issued in series. The plan of book-keeping given can be readily modi- fied as to details, so as to adapt it to any changes from the typical scheme adopted. The remainder of this chapter is substantially in the language of Mr. Ward. A treatise on book-keeping is not within the pur- view of a work of this kind ; but for the assistance of the new secretary and treasurer, forms are here given which have been used for several years by the Che- mung Valley Mutual Loan Association, of Elmira, New York, and have been fully proved by experience. HOW TO KEEP ACCOUNTS. Igl Specimen entries for each book are given in the forms. To keep a ledger-account with every member of an association, such as would show in dollars and cents the amount of dues paid by him and the dividends on his shares, would involve a vast amount of labor and con- sequent expense. The same information can be other- wise obtained with equal accuracy and much less labor and expense. Every share of stock is of precisely the same value in the same series. The main set of books will show the value of one share in each series ; there- fore, an auxiliary set of stock-books showing the series in which, and the number of shares in a series held by each member, gives all the necessary data with which to find the value of the shares of each individual member. The simple multiplication of the value of one share by the number of shares in the series held by the indi- vidual member gives the desired information. The secretary's main set of books consist of a dues, interest, and fines book ; cash-received book ; journal day-book ; ledger and transfer book. The secretary's auxiliary books consist of a stock journal day-book ; stock ledger, with index giving the address of each member ; stock trial-balance book ; se- curity register ; and book containing by-laws, to be sub- scribed by members on joining the association ; index and trial-balance book for main ledger ; and inventory book. For the purpose of these forms, it will be assumed that dues and interest are to be paid monthly. In associations where payments are to be made weekly or otherwise, the necessary modifications of the forms here given can readily be made. Notwithstanding the 182 CO-OPERATIVE SAVINGS AND LOAN ASSOCIATIONS. H 1 ooooooo >oo C4rH(MO CO r-xT s' * CQ 1 O o|o|OOO O p ^?^S^ -^^-^ K 1 i * ! i i i 1 1 1 i 1 i 1 a , 1 tf 1 1 * 1 ^ * ? ^ s" a a ^ r ^ 5" -s f f | | 3 1 llfttl 3 ! 5 wi O >0 l-H i-H SOJ tsqg OOOO>OOO VSOO M rHrHrH rH.rH r-lr-l HOW TO KEEP ACCOUNTS. 183 first act of a new association after it is organized is to receive members and issue certificates of stock, yet it would seem that the most logical order in which to consider the books is to begin with the dues, interest, and fines book. This book is really a blotter for the main set of books, as will appear from examination of the accompanying form. The foregoing is the " W " page of the dues, interest, and fines book, and gives all of the various entries which can properly come upon that book. The en- tries in this book are made by the secretary at the meeting as he stands beside the treasurer or member of committee when the money is paid in. The treas- urer or other officer receives the money, announces the name of the member paying and the sum paid, and the secretary puts it down. The book contains a page or more for each letter of the alphabet, and is cut in at the margin and lettered like an index. The col- umns are so headed as to explain themselves, unless it be the left-hand columns. The column headed " Shares " contains the number of shares of non-ma- tured stock which each member holds set opposite to the respective members' names. The column headed "Int." gives the number of shares borrowed on, and, where the stock and interest and payments conform to the plan announced in the preceding remarks, the sum of the shares held and shares borrowed on, gives the sum in dollars which is to be paid monthly by the shareholder. It will be found convenient to minute under the month in which it occurs any change in the status of a member's shares. For example, in the beginning of the fiscal year " April " Samuel Wheeler has ten shares of stock, 184: CO-OPERATIVE SAVINGS AND LOAN ASSOCIATIONS. and has borrowed on five of them. This is shown in the April "due" column " 6 /{ 5 "; in July he paid his loan which is minuted " Pd. L." Lucy Williams has ten shares ; in June she borrows on ten shares ; this is shown by the entry " l L Q " In April Joseph Wrigley paid five months' dues four months' in ad- vance. This is shown by the entry " Pd. April " in the "due" columns of the four subsequent months. This form, when preparing such a book or blotter, should be enlarged so as to include the twelve months of a fiscal year, if series are issued yearly. These memoranda are useful only in checking for errors and to prove accuracy. The next book in rotation is shown by the follow- ing form, and may be properly styled the cash-received book. The entries in the cash- received book are made from the dues, interest, and fines book, and also from the memorandum made by the secretary at the meet- ing of other payments received which do not properly belong in that book. For the purpose of illustrating more fully, the July column of the dues, interest, and fines book, or blotter, before given, is carried into this book. By a comparison of the entries of the forms of the two books, the uses and purposes of the cash-received book will be apparent. The first money column shows the amount of dues paid, the second the amount of interest paid, the third the amount of fines paid, the fourth the amount of entrance fees paid (this col- umn is used only when new shares have been issued to a member), and the fifth money column gives the TO KEEP ACCOUNTS. 185 CASH-RECEIVED BOOK. Cash received July 28, 1888. 2 O 9 o |o [S |Sta4 O 2 8 10 ^"# rH CO Entrance fees. i g 8 49 1 , i I |I g'S^Sb&^J ilil w -" illllllll alfi* M -9 O2 >-S hJ W K O *- P-i kj ^ S 13 186 CO-OrERATIVE SAVINGS AND LOAN ASSOCIATIONS. total payment and is the sum of the entries in all of the other columns. The sum set down in the " total " column is also the same sum that is set down in the " paid " column of the same month of the dues, inter- est, and fines book opposite the name of the member. The totals of the first, second, third, and fourth columns added together must agree with the footing of the fifth or " total " column. After making and compar- ing the footings of the columns as shown in the form, the entries are made of the items on the memorandum before mentioned made by the secretary at the meet-" ing. Eeferring to the preceding form, the first entry after the recapitulation shows that Samuel Wheeler, in addition to paying his dues and interest, paid $1,000, the amount of his loan. The next entry shows that John D. Williams, in addition to paying his dues and interest, paid $50 on account, to be accu- mulated with like payments, until combined, they will equal and cancel $200 (one share) of his loan, and thereby reduce his interest payment one dollar per month. If the posting to the ledger is done directly from the cash-received book, without the intervention of the journal, " DUES " account is credited with the monthly total of the " dues " column, " INTEREST " account is credited with the monthly total of the " interest " col- umn, " FINES " account is credited with the monthly to- tal of the "fines" column, "ENTRANCE FEES" account is credited with the monthly total of the " entrance fees " column, " LOANS " account is credited with the monthly total of the loans repaid, any member is cred- ited with the excess of his payment over the amount due from him for dues, interest and fines (no account HOW TO KEEP ACCOUNTS. 187 is kept on the general ledger with members to show the amount of dues, interest, fines, or entrance fees paid), and the "TREASURER'S" account is charged with the sum total of the credits enumerated. In the event the scheme of the association as to premiums is the installment plan, there should be an additional col- umn for premium paid. Under the gross plan, the premiums are paid in fact at the time the loan is per- fected and the order given, the amount of the premium being deducted from the face of the loan. The entry for the premium may then be made in the journal day-book, according to the entry of the loan to John D. Williams, as shown in the third entry of the form of that book following. The journal day-book is the next in order, and its form and use are familiar to all double-entry book- keepers. It is given here, however, perhaps unneces- sarily, for the double purpose of making a complete and continuous set of forms, and to give a com- plete sample of the entries in loan association book- keeping. Explanations so far as necessary will be placed under the entry in foot notes. 188 CO-OPERATIVE SAVINGS AND LOAN ASSOCIATIONS. JOURNAL DAY-BOOK. Elraira, N. Y., April 3, 1883. The Elraira Mutual Loan Association, a corporation duly organized under and by virtue of the laws of the State of New York on the third day of April, 1883, with an authorized capital of not to exceed 10,000 shares, of the par value of $200 per share, outstanding at any one time, is now ready to begin business. Assets nothing. Liabilities for expenses of incorporation not yet audited. *rfV TREASURER, To SUNDRIES,* Receipts of 1st meeting for receiving dues : To DUES on 1,000 shares issued, To ENTRANCE FEES on 1,000 shares issued, 24. EXPENSE, To TREASURER, Drew orders on the Treasurer for ex- penses of incorporation, as follows : No. 1. J. N.Ward for att'y'a fees, $40 No. 2. "Advertiser," association notices, 5 No. 3. "Evening Star," associa- tion notices, 5 50 27. LOANS, To SUNDRIES, Loaned to John D. Williams on his bond and mortgage of city property, 6 shares at $10 per share premium, To PREMIUM, on 6 shares at $10, To TREASURER, Order No. 4, drawn favor of John D. Williams for loan, 28. FURNITURE and FIXTURES, To TREASURER, Drew order favor of H. S. Gilbert & Co. for fire-proof safe. $1,250 50 1,200 60 $1,000 250 50 1,140 60 * This entry is taken from and might be posted directly from the cash-received book, and omitted from this book entirely. The Dues a/c might also be omitted, and use the Capital Stock /c. HOW TO KEEP ACCOUNTS. 189 EInrira, N. Y., November 24, 1885. SUNDRIES, To SUNDRIES,*, J. N. Ward has withdrawn 5 shares series No. 1 Capital Stock, on whichj he has paid dues to and including the November meeting : CAPITAL STOCK, 1st series, 5 shares at $53.32, 266 GO DUES, April to November meeting, 8 ( months at $5, 40 INTEREST, April to November meeting, on 5 shares at $1.48, 7 40 To Loss and GAIN, Profits retained on 1st series, 5 shares at $0.63, 3 15 To TREASURER, Order No. 694, favor of J. N. Ward, 810 85 February 14, 1886. SUNDRIES, To SUNDRIES, The attorney of the association has this day paid over to the Treasurer the proceeds of thfc foreclosure of Richard Roe mortgage The decree of foreclosure cancels 10 shares 2d series of stock, pledged by R. Roe to secure the loan, and ap- plies the withdrawal value on Dec. 29, 1885, of said shares thereon. Withdrawal value, Dec. 29, 1885, of 2d series, 10 shares, at $35.34, $353 40 Less arrears of dues, $70 00 Less fines on arrears of dues, 24 86 Withdrawal value of said shares as applied, $258 54 CAPITAL STOCK, 2d series, 10 shares at $25.61, 256 10 DUES, 2 mos. paid in current year on 10 shares of stock, at $2, 20 TREASURER, Amount paid to him by attorney, 1,853 92 To LOANS, 10 shares loan to R. Roe, foreclosed, 2,000 To INTEREST, On loan and on judgment, To FINES, On arrears of dues as 78 70 above, $24 86 On arrears of interest, 24 86 49 72 To Loss and GAIN, Profits retained on canceled stock, 2d series, 10 shares, at $0.16, 1 00 * In case of withdrawal of stock, debit Capital Stock a/c with the holding value of the shares at the last annual meeting, and debit Dues account with the dues paid thereon during the current year, and credit Loss and Gain with the profits retained. 190 CO-OPERATIVE SAVINGS AND LOAN ASSOCIATIONS. Elmira, N. Y., February 14, 1886. SUNDRIES, To SUNDRIES, The attorney of the association re- ports the completion of the foreclos- ure of the mortgage to the associa- tion made by John Smith, and that on the 3d day of February, 1886, he bid off on behalf of the association the mortgaged property at $1,800, and that a judgment for deficiency of $334.82 lias been entered in favor of the association against John Smith. The decree of foreclosure cancels 10 shares 3d series stock, pledged by John Smith to secure the loan, and applies the withdrawal value on Dec. 29, 1885, of said shares thereon. Withdrawal value on Dec. 29, 1885, of 3d series, 10 shares, at $21.86, $218 60 Less arrears of dues, 7 mos., at $10, $70 00 Less fines on arrears of dues, 24 86 94 86 Withdrawal value of said shares as applied, $123 74 The attorney's bill of costs and ex- penses of the foreclosure is audited, and ordered paid, at $150. CAPITAL STOCK, 3d series, 10 shares, at $12.40, DUES, 2 months paid in current year on 10 shares of stock at $2 per share, REAL ESTATE, Smith property bid off at JUDGMENTS RECEIVABLE, For defi- ciency, To LOANS, 10 shares loan to J. Smith, foreclosed, To INTEREST, On loan and judgment, To FINES, On arrears of dues as above, $24 86 On arrears of inter- est, 24 86 To Loss and GAIN, Profits retained on canceled stock 3d series, 10 shares at $0.04, To TREASURER, Drew Order No. 701, favor J. N. Ward, for att'y's bill as audited as above, 124 1,800 33482 2,000 7870 4972 40 150 HOW TO KEEP ACCOUNTS. 191 Elmira, K Y., April 16, 1888. The Elinira Mutual Loan Association, having reached the close of its fifth fiscal year, the following entries are made for the purpose of closing the books preparatory to making the annual report and statement of its condition. BALANCE, To SUNDRIES,* Accrued dues, interest, and fines un- paid at this date, as follows : Name. Dues. Int. Fines. W. V. Calkins, $10 C. W. Holmes, 10 $10 $1 00 H. S. Hudson, 10 60 $30 $10 $1 50 To DUES, Accrued and unpaid as above, To INTEREST, Accrued and unpaid, as above, To FINES, Accrued and unpaid, as above, 41 85 25 1,308 50 80 10 1 60 1,308 50 SUNDRIES, To BALANCED Dues and interest paid in advance as follows : Name. Dues. Interest. W. B. Coffin, $5 J. E. Dohoney, 10 $5 G. D. Parsons, 20 20 $35 $25 DUES, Paid in advance, as above, INTEREST, Paid in advance, as above, BALANCE, To INTEREST, Interest accrued on loans of 1,308 shares outstanding payable at April meeting. % * The items for this entry are obtained from the dues, interest, and fines book, by running through and finding those in arrears, and how much. t The items for this entry are obtained from the dues, interest, and fines book by running through the book and finding those who have paid an even number of months in advance, and been marked paid. The page of dues, interest, and fines book heretofore given has an ex- ample in the entries following the name of Joseph Wrigley. J This interest, it is evident, belongs to the profits of this year's business, although it is not payable until the first meeting of the next year. 192 CO-OPERATIVE SAVINGS AND LOAN ASSOCIATIONS. Elmira, N. Y., April 16, 1888. 1 1 DUES, To CAPITAL STOCK, 12 months' dues on 7,000 shares of stock in all series now outstanding.* 84,000 12,660 412 475 26 50 50 732 12,825 30 70 48 84,000 13,624 732 12,825 SUNDRIES, To Loss AND GAiN,t INTEREST, Net profit from this source, FINES, " " ENTRANCE FEES, Net profit from this source, TRANSFER FEES, Net profits from this source, PREMIUM, Earned during year, KEAL ESTATE, Net profit from this source, including rentals, Loss AND GAIN, To EXPENSE, Expenses of conducting the business for the year, Loss AND GAIN, To CAPITAL STOCK, % The Board of Directors, on this 16th day of April, 1888, declared a divi- dend on the capital stock of 6 per cent ad valorem, as follows : Series No. 1, 1,200 shares at $3.59, $4,308 SeriesNo.2,l,300sharesat $2.70, 3,510 Series No. 3, 1,400 shares at $1.92, 2,688 SeriesNo.4,l,500sharesat $1.13, 1,695 SeriesNo. 5, l,600sharesat$0.39, 624 $12,825 * The capital stock has, or should have been, increased during the year by the full amount of twelve months' dues. If there are any ar- rears, they are collectible assets. If there are any advance payments, they are a liability. t The items for this entry are taken from the ledger for all except the two at the foot, " Premium" and " Eeal Estate," and, with those exceptions, are the balances of the several accounts after posting the items from the dues, interest, and fines book before mentioned. The items of profit from " Premium " are ascertained by deducting from the balance of the ledger account the amount of premium which borrowers would be entitled to have returned to them in case all the loans were now repaid, the amount of premium liable to be returned to be ascer- tained from the record of each loan in the security register, on the basis prescribed by the by-laws. \ This entry is made up from the minutes of the directors' meeting at which the dividend is declared. HOW TO KEEP ACCOUNTS. 193 Elmira, 1ST. Y., April 16, 1888. BALANCE, To SUNDRIES, $266,477 84 To TREASURER, To close the account, 843 02 To LOANS, " u 261,600 To FURNITURE AND FIXTURES, To close the account, 150 To W. H. PETERS' s CONTRACT, To close the account, 1,750 To REAL ESTATE, To close the account, 1,800 To JUDGMENTS RECEIVABLE, To close the account, 33482 I SUNDRIES, To BALANCE, 267,767 34 PREMIUM, To close the account, 950 Loss AND GAIN, To close the account, 41634 1 CAPITAL STOCK, " 265,326 JOHN D. WILLIAMS, " " 75 CLAY W. HOLMES, " 1,000 The Elmira Mutual Loan Association begins its sixth fiscal year with re- sources and liabilities as follows: Resources. SUNDRIES, To BALANCE, 267,827 34 TREASURER, Cash in his hands, 84302 LOANS, Secured and outstanding, 261,600, FURNITURE AND FIXTURES, As per in- | ventory, 150 W. H. PETERS'S CONTRACT, Balance unpaid on his contract t 1,750 REAL ESTATE, As per inventory or appraisal, JUDGMENTS RECEIVABLE, Unpaid judg- 1,800 ment due association, 33482 FINES, Accrued and unpaid, 150 DUES, " 30 INTEREST, " u " 1,318 Liabilities. BALANCE, To SUNDRIES, 267,82734 To DUES, Paid in advance, 35 To INTEREST, Paid in advance. To Loss and GAIN, Undivided profits 25 held against judgment receivable considered doubtful, 416 34 To JOHN D. WILLIAMS, Paym't bv him toward cancellation of 1 share of loan, 75 To CLAY W. HOLMES, Retained on loan until completion of house on the mortgaged premises, To PREMIUM, Unearned premiums on 1,000 loans, 950 CO-OPERATIVE SAVINGS AND LOAN ASSOCIATIONS. Elmira, N. Y., April, 16, 1888. 1 To CAPITAL STOCK, 1st series, 1,200 shares, at $68.91, $82,692 2d series, 1,300 shares, at $53.21, 69,173 3d series, 1,400 shares, at $39.53, 55,342 4th series, 1,500 shares, at $25.53, 38,295 5th series, 1,600 shares, at $12.39, 19,824 265,326 These last two entries seem to be self-explanatory. They are taken from the balance-sheet, if one is made up, or from the ledger, if not. Dr. GENERAL LEDGER. Capital Stock. Cr. 188S. 1888. April 16 To Balance, 21 $265,326 April 16 16 16 By Total credit, By Dues, By Loss and 18 $168,501 84,000 Gain, 20 12,825 $265,326 $265,826 1888. April 16 By balance, 28 $265,826 The form of this book and its use needs no expla- nation, as it is familiar to all book-keepers. The total credits and the closing entries only are given of the Capital Stock account. Direction for making or preparing the Annual Report or Statement. To begin with, an appraisal of all the real and per- sonal property of the association should be made by a committee in the inventory book. The secretary should make a statement of the amount of premiums which (under the by-laws) would be returnable if all HOW TO KEEP ACCOUNTS. 195 the loans outstanding should be repaid at the next meeting. Also a statement of the arrears of dues, interest, and fines separately (see entry in journal day-book). Also a statement of dues and interest paid in advance by any members (see entry in journal day-book). Trial balances must be taken to prove the correctness of the main ledger and stock ledger. As additional proof of the accuracy of the capital stock account in the main ledger, compare the bal- ance of the account with the holding value of all shares in all series shown in the last report (series now more than one year old), which the stock ledger shows to be still outstanding. For example, suppose the bal- ance of the capital stock account in the main ledger to be $168,501, and the holding value at the com- mencement of the year of one share in each of the various series to be as follows : 1st series, $53.32 ; 2d series, $38.51 ; 3d series, $25.61 ; and 4th series, $12.40, and the stock ledger shows now outstanding as follows : 1st series 1,200 shares at $53.32 as above = $63,984 2d " 1,300 " 38.51 " 50,063 8d " 1,400 " 25.61 " 35,854 4th " 1,500 " 12.40 " 18,600 And we have value of shares over one year old out- standing $168,501, proving that the capital stock account in the main ledger is correct. Additional proof of the correctness of the dues account in the main ledger is obtained by adding to the balance of the account all the arrears of dues, and deducting therefrom the dues paid in advance, and comparing the results with the dues for the period on all the shares of all series outstanding. For example, suppose the 196 CO-OPERATIVE SAVINGS AND LOAN ASSOCIATIONS. main ledger shows the balance of the dues account to be $84,005, the arrears of dues are in all $30, and the dues paid in advance aggregate $35, we have $84,005 + $30 = $84,035 - $35 = $84,000. Numbers of shares outstanding as shown by stock ledger : 1st series 1,200 shares 2d " 1,300 " 3d " 1,400 " 4th " 1,500 " 5th " 1,600 " Total 7,000 " at $12 = $84,000 (twelve months' dues at one dollar per month per share), which proves the dues account to be correct. Having thus proved and cross-checked the books, you know they are correct, and you can now proceed to close them. The closing entries are given in full in the form for the journal day-book, and need not be re- peated here. The computations from which those entries are taken will now be given in detail. It will be found convenient to use a rough balance sheet, on which the results of the business can be kept before making the computation. No elaborate ruled sheet is necessary, and the whole can be made in pencil if pre- ferred, so long as the figures are taken down accu- rately. Following is the sheet from which the closing entries in the journal day-book were taken. It may as well be stated that the computation of profits are made as of the date of the next meeting for receiving dues (when a new series will be issued), and withdrawal values should bear interest from that date, and not the date of the annual meeting : IIOW TO KEEP ACCOUNTS. 197 g : : : :g : : :g "383S Is o Ha* i i , >.<* -Jn eo. : S S :|J :al3^ . : 5^|^lQ^ Mil :|:::: Hi jUtyjii HHSXcoS-^T-'aia ll^Iflltlllllllllll ^^^^^^^5^wH5w3oo^ 198 CO-OPERATIVE SAVINGS AND LOAN ASSOCIATIONS. The foregoing balance-sheet shows that the net profits for the year were $13,241.34, but for prudent management retain an amount equal to the amount of judgment receivable of doubtful value $334.82 as undivided profits, leaving for dividend $12,906.52. The capital stock account shows the capital as of the beginning of the year to be $168,501. Dues are also capital ; but as they have been accumulating during the year, it must be ascertained what their equivalent for a year would be by equating the payments, by which we find the $84,000 dues to be equal to an in- vestment for one year of $45,500 ; adding this to the capital stock account, balance gives capital invested for one year equal to $214,001. Divide the net prof- its, $12,906.52 by $214,001, and we find the dividend earned six per cent and a very small fraction. The fraction being, so small, we leave the sum it repre- sents to add to the undivided profits above mentioned. It is necessary to get the dividend and holding value per share. The following method is recom- mended for its simplicity and accuracy : The dividend on one share of the last series issued is the same as the dividend on the dues or installments on one share of every other series for the year. Dues paid month- ly during a year equal the investment of one dollar for seventy-eight* months, or $6.50 for the twelve months. * The dollar paid for the first month's dues has been invested for twelve months ; the dollar for the second month's dues has been in- vested for eleven months ; the dollar paid for third month's dues has been invested ten months, and so on until the entire twelve months' dues are paid in. The twelfth months' dues being invested one month before the next series is issued, making as you will see by continuing the illustration, an investment equal to one dollar for seventy-eight months. HOW TO KEEP ACCOUNTS. 199 At six per cent rate of dividend earned gives divi- dend thirty-nine cents for the dues on one share of the last (fifth) series issued and of the dues portion of one share of every other series. The holding value of one share of first series at commencement of the year was $53.32 X .06=13.20, the dividend, plus thirty-nine cents dividend on the dues of one share as above equals $3.59, the total dividend on one share of first series. Below is given the holding value of one share in each series, according to the above explanation, in the form in which the computation is made : First series. Second ceries Third series. Fourth series. Fifth teries. Holding value of 1 share at the beginning of the year. Dues paid during year Dividend on holding value. Dividend on dues paid in during the year $53 82 12 00 3 20 39 $38 51 12 00 2 81 89 $25 61 12 00 1 58 89 $12 40 12 00 .74 39 $12 00 89 Total dividend one share . . 3 59 2 70 1 92 1 13 89 Present holding value of 1 share $68 91 $53 21 $39 53 $25 58 $12 89 The balance-sheet and this computation are made up by the secretary and presented to the board of di- rectors at a meeting held for the purpose of ascertain- ing and declaring the dividend, and when approved by them by a resolution entered in the minutes, are entered in the " journal day-book " (see closing en- tries) and the report for the members and for publica- tion is made accordingly. 200 CO-OPERATIVE SAVINGS AND LOAN ASSOCIATIONS. STOCK JOURNAL DAY-BOOK. *i & fc 4 1 i ! s 1 S Elmira, N. Y., April 23, 1883. i CAPITAL STOCK, SERIES No. 1, 1-5 1 45 72 To SUNDRIES,* 1 1 10 72 To JAMES N. WARD, 2 110 72 To SAMUEL WHEELER, 3 110 To JOHN D. WILLIAMS, To LUCY WILLIAMS, 4 5 I 1 1 t 10 5 To EOBERT WOOD, 27. i 2 Mem. Loan made at April meeting, John D. Williams, 6 shares, f November 24, 1885. 1 1 5 72 JAMES N. WARD, 1 1 5 1 To CAPITAL STOCK, SERIES 1,J Certificate No. 689, issued to J. N. Ward for five shares 1st series, retained by i * mm. SEYMOUR DEXTER, 203 2 5 72 To JAMES N. WARD,* 690 2 5 February 14, 1886. RICHARD ROE, 212 2 10 To CAPITAL STOCK, SERIES 2, 212 2 10 JOHN SMITH, To CAPITAL STOCK, SERIES 3, 408 3 10 408 3 10 Mem. Loans foreclosed,! Richard Roe, 10 shares 2 John Smith, 10 " 3 20 shares * The above shows the form of entry in this book when shares are issued. The sum received for them appears in the cash-received book. They are in this department dealt with only in regard to the series and number of shares. t This item is posted, in pencil, to the u Series and number of shares borrowed on" and the " Shares pledged " department of John D. Will- iams' s account in the stock ledger. J The above is the appropriate entry in case of a withdrawal of stock. * The above is the appropriate entry on a transfer of stock from one shareholder to another. I The above arc the appropriate entries in this book in case of the foreclosure of mortgages and the cancellation of shares according to the HOW TO KEEP ACCOUNTS. 201 Dr. STOCK LEDGER, PART I. Capital Stock, Series One. Or. Stock Stock re- Date. Remarks. lo issued. Date. Remarks. J, deumed. e f> c fc S'riet Sh. e S'rie* SLar' 1888. 1885. April 23 1 1-5 1 45 Nov. 24 ByJ.N.Ward 2 1 1 5 The entries in this hook are taken from the stock journal day-book, and Part I shows the aggregate shares issued and redeemed in each series. The rul- ing is necessarily different from the individual accounts in the stock ledger shown on the next two pages, because the information desired is entirely different. entries of the same date in the form of the journal day-book hereinbe- fore shown. The mem. entries are to bo posted in pencil to the loans paid and shares released columns of Richard Roe and John Smith ac- counts in the stock ledger. 202 CO-OPERATIVE SAVINGS AND LOAN ASSOCIATIONS. Dr. STOCK-LEDGER, PART II. James N. Ward. , | Series and number of Shares Shares DaU. lUmarki. Fol. Cer- tifi- Se- shares disposed of borr'wOd paid. cate. 112 3 4 5 6 7 8 9 10 J' 1 ! 5 Date. ' 1885, Nov. 1886, Apr. 24 25 Withdrawn, Balance, 2 L.72 1 689 and 5 and 5 5 5 690 2 Samuel Wheeler. 27 Williams. II 1884 1 1 6 Jan. 23 78 1 5 This portion (Part II) of the stock-ledger is for keeping the accounts with the members to show how many shares of stock they have, how many have been borrowed on, and how many have been pledged. The credit side shows how many shares have been acquired, and the debtor side how many have been withdrawn. It is better to have twenty columns for " shares acquired " and " shares disposed of," instead of HOW TO KEEP ACCOUNTS. 203 STOCK-LEDGER, PART II. James N. Ward. Cr. Stock pledged. Released. Date. Remarks. Fol. Cer- tifi- cate. Se- ries. Series and number of shares acquired. | i* Date. a 1 2 3 4 5 6 7 8 9 1888. 6S& April 1885. 28 By Cap. Stock. 1 1 1 10 Nov. 24 By Transfer, 2 690 2 5 10 5 1886. April 25 By Balance, L.72 689 1 6 5 and and 690 2 188T. April 22 By Cap. Stock, 41 715 5 10 Samuel Wheeler. 2T 1 10 1883. April 23 By Cap. Stock, 1 2 1 10 John D. Williams. 1 78 1 1 6 5 1888. April 23 By Cap. Stock, 1 8 1 10 ten, as shown. The columns for "shares borrowed" and " shares paid " amount to a single-entry ledger account, as do also the " shares pledged " and " released " columns, making really three ledger accounts with each member, all under the same heading. Reference to the stock journal day-book will supply the necessary information. 204: CO-OPERATIVE SAYINGS AND LOAN ASSOCIATIONS, TKIAL BALANCE OF STOCK-LEDGER, L. F. NAME. Dr. Series and number of shares 1 2 3 4 5 72 .Tamps N. Ward . . 5 5 10 72 ! Samuel W heeler 10 72 JohnD. Williams .... 10 1 Capital Stock, Series 1. 1200 2 8 Capital Stock. Series 2. Capital Stock, Series 8. 1300 1400 4 5 Capital Stock, Series 4. Capital Stock, Series 5. 1500 1600 Footings, page 1 275 275 250 825 315 Footings, page 2 325 800 j 300 875 875 Footings, page 8 800 825 350 375 425 Footings, page 4 275 895 500 _42_5 _ 7000 1200 1300 1400 15001600 INSURANCE EXPIRATION BOOK. 'Reg. No. NAME. Location of property. Amoun t. Jan. Feb. Mch. Apr. 1 John D. Williams 520 Lake St. ... 2000 no 1989 278 Samuel Wheeler 921 Main St 1000 no 801 Richard Itoe 1206 Benton St 2000 00 This book has thirty-one pages, and is used for a single day to a page. A policy expiring on the twelfth day of any month in the year and any year would be entered on this page, the year being set down in the column headed for the proper month. Turn to the form of the security register, and you find loan No. 301, Richard Roe. His property is in- sured in the ^Etna Insurance Co., and expires the last time on HOW TO KEEP ACCOUNTS. 205 TAKEN APRIL 16, 1888. held. Series and number of shares borrowed on. Total 1 2 8 4 5 Total 20 10 5 ft 10 10 10 1-440 00 45 35 25 38 203 1675 75 f>5 45 T,5 45 285 1775 66 85 86 80 83 898 2070 85 90 85 55 1)2 407 7000 M, 275 250 225 258 1308 TWELFTH DAY OF THE MONTH. May. June July. Aug. Sept. Oct. Nov. Dec. Company. Agent. 1891 1887 Home, of New York Liberty, of New York ^Etna of Hartford J. M. Sly & Co. J. M. Sly & Co. T. Perry & Co. August 12, 1887. Above you find it on the page for the twelfth day of the month, and 1887 written in the August column. Entries are made from the policy when it is re- ceived, and in case of change of policies, so as to expire on a different day of the month, a new entry would be made as above under the new day of expiration. 206 CO-OPERATIVE SAVINGS AND LOAN ASSOCIATIONS. Gl SECURITY REGISTER FOR SECRETARY. No. Borrower. Maker of bond and mortgage, and securities taken. Shares bor- rowed on. Date. Amoui Certif. Sr. Sh. 301 Richard Roe. Foreclosed. 1 bond executed by Richard Roe ... 1 mortgage executed by Richard Roe and Susan Roe, his wife. . . . 1 assignment of stock executed by R Roe 212 2 10 1684. April 1884. April 1884. April 30 30 30 2000 2000 2000 1 certificate of stock, No. 212, for 2d series, 10 shares, pledged by Rich- ard Roe. 1 abstract of title. 1 , third of the re- ceipts of the association be applicable to the payment of matured shares, without the consent of the board of directors. The order of the payment of the matured shares shall be determined by the board of directors. APPENDIX. 213 9. Loan of Accumulations to Members. Open Bidding. Per- sons Bidding Highest to Receive Loan. Deduction of Pre- mium. Right to Borrow Restricted. SEC. 9. At each monthly stated meeting, immediately fol- lowing the receipt of dues and interest, the board of directors shall offer to members of the association desiring to borrow, all accumulations applicable to that purpose; the same shall be loaned in sums of two hundred dollars, the value of a matured share, or a multiple thereof, or the fractional parts of one fourth or one half thereof. If there shall be more than one member desiring to borrow, their right to a loan shall be determined by an open bidding of a premium per share ; the member bidding the highest premium shall be entitled to the loan, upon giving proper security. From the sum loaned shall be deducted at the time of loaning the amount of the premium bid. The receiving of such premium or interest paid on the loan shall not be deemed a violation of the usury laws. No member or members can borrow a larger sum than shall be equal to the matured value of the shares held by him or them. A borrowing member for each share or fractional part thereof borrowed upon, shall, in addition to the dues on his shares, pay monthly interest on his loan at the rate of six per cent per annum, or such lower rate as the by-laws shall name, until the shares borrowed upon reach the matured value of two hundred dollars each, or the loan is repaid ; and when such matured value is reached, the share shall cancel the loan upon it, and the proper surrenders and acquittances be made. 10. Loans to be Secured by Bond and First Mortgage. Trans- fer of Unpledged Shares to Secure Loan. Forfeiture of Loan. Conditions of Bond and Mortgage. Repayment of Loans. SEC. 10. For every loan made, a bond secured by a first mortgage upon unencumbered real estate shall be given, accom- panied by a transfer and pledge to the association of the shares borrowed upon, and all accumulations that have or shall accrue thereon, as a collateral security for the repayment of the loan ; or, in lieu of the mortgage, the borrower, or another, may trans- fer and pledge to the association for the payment of the loan, 214 CO-OPERATIVE SAVINGS AND LOAN ASSOCIATIONS. unpledged shares, the withdrawal value of which under the by- laws, at the time of such borrowing, shall exceed the amount borrowed and interest thereon for six months. If the borrower neglects to offer security satisfactory to the board of directors, within the time provided by the by-laws, his right to the loan shall be forfeited, and he shall be charged with one month's interest, and all necessary expenses incurred, if any, under the by-laws, in reference to his proposed loan. All bonds and mort- gages given to the association shall be deemed conditioned upon the performances of the provisions of this act relating to the repayment of loans and interest thereon, and the by-laws of the association, although the same may not be fully expressed therein. A borrower may repay a loan, and all arrears of in- terest and fines thereon, or one share thereof, that is, the sum of two hundred dollars, at any stated monthly meeting, or at any other time, but when not made at a stated meeting, he shall pay interest up to the first monthly meeting after such payment. He may repay his loan in full, thereby relieving his shares from liability upon the pledge thereof, made to the association, or he may, by a proper notice and direction as to the application, have the withdrawal value of the shares borrowed upon, applied in payment or part payment of his loan. 11. Arrearages of Members. Notice to Pay Same. Forfeiture in Certain Cases. Withdrawal Value. SEC. 11. Whenever any member shall be six months in ar- rears in the payment of his dues upon unpledged shares, the secretary shall give him notice thereof in writing and a state- ment of his arrearages, by mailing the same to him at the last post-office address given by him to the association, and if he shall not pay the same at the next or second stated monthly meeting thereafter, the board of directors may, at their option, declare his shares forfeited ; and at the time of such forfeiture, the withdrawal value thereof shall be determined and stated, and the defaulting member shall be entitled to withdraw the same without interest, within one year upon such notice as shall be required of a withdrawing shareholder. APPENDIX. 215 12. Loan to Become Due when Borrowing Member is Six Months in Arrears. Effect Thereof. SEC. 12. Whenever a borrowing member shall be six months in arrears in the payment of his dues and interest, or either, tho whole loan shall become due at the option of the board of direct- ors ; and they may proceed to enforce collection upon the se- curities held by the association. The withdrawal value at the time of the commencement of the action, of all shares pledged as collateral security for the loan, shall be applied upon the loan and arrearages of interest and fines thereon, and the shares deemed surrendered to the association. 13. Purchase of Real Estate Held Under. Mortgage. SEC. 13. Any association may purchase at any sale, public or private, any real estate upon which it may have a mortgage, judgment, lien or other incumbrance, or in which it may have any interest ; and may sell, convey, lease, or mortgage the same at pleasure to any person or persons. 14. Associations may Borrow Money for Paying Withdrawals, etc. Loan of Surplus to other Associations. Proceedings Therefor. SEC. 14. Any association organized in pursuance of the pro- visions of this act, may borrow money for the purpose of making loans or paying withdrawals, not exceeding, however, two thou- sand dollars, so long as its accumulated capital does not exceed ten thousand dollars ; and not exceeding six thousand dollars, so long as its accumulated capital shall be over ten thousand, and does not exceed sixty thousand dollars ; and whenever its accumulated capital exceeds sixty thousand dollars, it may bor- row money for the purposes aforesaid not exceeding ten per cent, of its accumulated capital. 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, with- drawing shareholders or matured stock, may loan the same to another association, organized under the provisions of this act, subject to the provisions of this section, on the part of the bor- rowing association. No association shall borrow or make loans herein authorized, except by a two-thirds vote of its board of 216 CO-OPERATIVE SAVINGS AND LOAN ASSOCIATIONS. directors. The vote to be recorded by ayes and nays in its regular minutes. 15. Profits and Losses, Distribution of. Manner of Distribu- tion. Undistributed Profits. Reservation of Guarantee Fund. SEC. 15. Profits and losses shall be distributed at least an- nually, and always before issuing a new series of stock to the shares then outstanding. Profits and losses shall be distributed to all shares, in all series outstanding at the time of such distri- bution, in proportion to their holding value, as distinguished from their withdrawing value, except that, in addition thereto a distribution of not exceeding the amount of the entrance fee, in the discretion of the board of directors, may be made to each share outstanding in the last series issued prior to the distribu- tion. At each periodical distribution of profits, the board of directors may reserve and carry as undistributed profits, in the nature of a guaranty fund, any sum from the net profits that in their discretion seems wise, to be applied upon any future losses that may occur from any cause whatsoever. 16. Transfer of Shares. How made. Transfer Fee. SEC. 16. 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, charged 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. 17. By-Laws, Adoption of. Attorney for Association. SEC. 17. The association as soon as duly incorporated shall possess power to adopt by-laws, not inconsistent with the pro- visions of this act, regulating the due conduct of the business of the association, defining the duties of officers and commit- tees, times of meetings, mode of determining and declaring the withdrawing value of shares, and in relation to all other mat- ters having reference to the conduct of the business, although not specifically mentioned in this act. The board of directors APPENDIX. 217 shall have power to appoint and remove at pleasure, an attorney for the association. IS. Eligibility to Membership in Association. Accumulations, how far Exempt. Associations Deemed Savings Institu- tions. SEC. 18. Any person of full age and sound mind may become a member of the association by taking one or more shares there- in, and subscribing the by-laws, and annexing to his signature his post-office 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. 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 corporation tax law which shall exempt savings-banks, or institutions for savings from taxation. 19. Annual Report to Bank Department. Further Reports. SEC. 19. Every association organized under the provisions of this act shall annually make a full report in writing of the affairs and condition of such corporation on the first day of January in each year to the Superintendent of the Bank Depart- ment in such form and by such officers of the corporation as the said superintendent may designate. Such report shall be verified by the oath of the officers making the same. Every association shall make any further reports which the said superintendent shall require, and in such form, and as to such matters relating to the condition and conducting of the business of the associa- tion as such superintendent shall designate. Any willful false swearing in making and verifying said reports shall be deemed perjury. 15 218 CO-OPERATIVE SAVINGS AND LOAN ASSOCIATIONS. SO. Forfeiture for Failure to Report. Recovery of Penalty. SEC. 20. If any such association shall fail to furnish to the Superintendent of the Bank Department any report required by this act, at the time so required, it shall forfeit the sum of ten dollars per day for every day such report shall be delayed or with- held ; and the Superintendent 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 expenses of the Bank Department. 21. Visitation by Bank Superintendent. SEC. 21. All associations organized under the provisions of this act shall be subject to the visitation and examination at all times by the Superintendent of the Bank Department, his depu- ties or duly appointed agents, upon the application of three or more members of said association. If it shall appear to said superintendent, from the report of any said association, or from an examination made by him, his deputies or duly appointed agents, that any such association is violating the provisions of this act, or is conducting its business in an unsafe or unauthor- ized manner, he shall by an order under his hand and seal ad- dress to such association, direct the discontinuance of such illegal and unsafe practices ; and whenever any association shall neglect or refuse to comply with such order, or make reports as required, he shall communicate such facts to the Attorney-Gen- eral, who shall thereupon be authorized to institute proceedings against any such association as is now, or may hereafter be "provided for by law in the case of an insolvent incorporation, or such other proceedings as the nature of the case may re- quire. 22. Existing Loan and Accumulating Fund Associations, How Entitled to Benefits of this Act. SEC. 22. Any association now existing and heretofore incor- porated under the-provisions of said chapter one hundred and twenty-two of the laws of eighteen hundred and fifty-one, may be entitled to the benefits of this act, on the majority vote of the shareholders of said association, directing the making and filing of the certificate mentioned in the third section of this act, and APPENDIX. 219 conforming the transaction of their business to the provisions of this act. 28. Exemption. SEC. 23. Associations organized under this act shall not be subject to the provisions of chapter one hundred and forty- three of the laws of eighteen hundred and eighty-six. SEC. 24. This act shall take effect immediately. CHAPTER 122, LAWS OF 1851. An act for the incorporation of building, mutual loan, and ac- cumulating fund associations. Companies, How Formed. SECTION 1. Any number of persons, not less than nine, may associate and form an incorporated company for the purpose of accumulating a fund for the purchase of real estate, the erection of buildings, or the making of other improvements on lands, or to pay off incumbrances thereon, or to aid its members in ac- quiring real estate, making improvements thereon, and remov- ing incumbrances therefrom ; and for the further purpose of accumulating a fund to be returned to its members who do not obtain advances as above mentioned, when the funds of such association shall amount to a certain sum per share, to be speci- fied in the articles of association. Articles of Association. SEC. 2. Such persons shall severally subscribe articles of as- sociation, in which shall be set forth the name of the corpora- tion, the time of its regular meetings, and how special meetings may be called, and what shall constitute a quorum to transact business at meetings ; the qualifications of members and how constituted ; what officers, trustees, and attorney there shall be, and how and when chosen, and their duties, and how removed or suspended from office ; the entrance fee of new members and new shares, the monthly or weekly dues per share, the redemp- tion fee on shares on whicn advances shall be made, and fees to be paid on the transfer of shares ; the fines and penalties for 220 CO-OPERATIVE SAVINGS AND LOAN ASSOCIATIONS. the non-payment of dues or fees, or other violation of the articles of association ; the manner of redemption of shares by advances made thereon, the mortgaged security to be taken on such ad- vances, and how the same may be redeemed or changed ; the manner of the transfer or withdrawal of shares ; the manner of investing funds not required for advances on shares ; the quali- fications of voters at the meetings, and the mode of voting ; the ultimate amount to be paid to the owners of unredeemed shares ; the manner of altering or amending the articles of association, and such other provisions as shall be necessary for the convenient and effective transaction of the business thereof ; provided that the same shall not in any respect contravene the Constitution or laws of this State. Copy of Articles when to be Filed. Powers and Limitations. SEC. 3. A true copy of such articles, signed by the officers of the association, together with a statement showing when the as- sociation was organized, and the place of the transaction of its business, and the names of the officers and trustees at the time of the making of such statement, which shall be verified by oath or affirmation before any officer authorized to take affidavits, to be used in the courts of justice, shall be filed in the office of the clerk of the county in which such association shall transact its business ; and thereupon the persons who have subscribed the articles of association as aforesaid, and such other persons as shall become members of such association, and their successors, shall be a body corporate by the name specified in such articles of association, and shall possess the powers and privileges and be subject to the provisions of title third of chapter eighteen of the first part of the Revised Statutes, so far as those provisions are consistent with the provisions of this act, and they shall, by their corporate name, be capable in law of purchasing, hold- ing and conveying any real and personal estate whatever, which may be necessary to enable said company to carry on their operation named in such certificate. Calls upon Stock. SEC. 4. It shall be lawful for the trustees to call in and de- mand from the stockholders, respectively, all such sums of APPENDIX. 221 money by them subscribed, at such times and in such payments or installments as the articles of association shall prescribe, un- der the penalty of forfeiting the shares of stock subscribed for, and all previous payments made thereon, if payment shall not be made by the stockholder within sixty days after a personal demand or notice requiring such payment shall have been pub- lished for six successive weeks in the newspaper nearest to the place where the business of the company shall be carried on as aforesaid. Borrowing Money. SEC. 5. All corporations formed under this act shall have power to borrow money for temporary purposes not inconsistent with the objects of their organization; but no loan for such purposes shall have a longer duration than two years, nor shall such indebtedness exceed at any one time one fourth of the aggregate amount of the shares and parts of shares, and the in- come thereof, actually paid in and received. Stock for Minors, etc. SEC. 6. Parents and guardians may take and hold shares in such association in behalf and for the use of their minor chil- dren or wards, provided the cost of such shares be defrayed from the personal earnings of such minor children or wards, or by gifts from persons other than their male parents ; married women may take and hold shares in such associations, provided the cost of such shares be defrayed from their personal earnings, the personal earnings of their children voluntarily bestowed for this purpose, or from property bequeathed or given to them by persons other than their husbands. Dividends ; Monthly Payments. SEC. 7. The trustees of any association formed under the provisions of this act may, from time to time, declare dividends from the earnings of the association, payable in such manner as may be provided in the articles of association ; but no dividend shall be declared, except from the earnings of the association, and if the trustees of any such association shall declare and pay any dividend when the company is insolvent, or any dividend, the payment of which would render it insolvent, they shall be 222 CO-OPERATIVE SAVINGS AND LOAN ASSOCIATIONS. jointly and severally liable to the extent of the dividend so de- clared and paid, for all the debts of the association then exist- ing or that shall be thereafter contracted while they shall respectively continue in office; provided, that if any of the trustees shall object to the declaring of such dividend or to the payment of the same, and shall, at any time before the time fixed for the payment thereof, file a certificate of his objection in writing with the clerk of the company, and with the clerk of the county, he shall be exempt from the said liability. But no trustee who shall be present at any meeting when such dividend is declared, shall be exempt from such liability, unless he shall then and there object to the declaration or payment of such dividend, and shall also procure his objection to be noted in the book of minutes of such association. No holder of redeemed shares shall claim to be exempt from making the monthly or other stated payments provided in the articles of association, upon the ground that by reason of losses or otherwise, the asso- ciation has continued longer than was originally anticipated, whereby the payments made on such shares may amount to more than the amount originally advanced, with legal interest thereon ; nor shall the imposition of fines for the non-payment of dues or fees, or other violation of the articles of association, nor shall the making of any monthly payment required by the ar- ticles of association, or of any premium for loans made to mem- bers be deemed a violation of the provision of any statute against usury. (Thus amended by ch. 564 of the Laws of New York, 1875.) Existing Associations, How Entitled to Benefit of this Act. SEC. 8. Any existing association formed for the purposes mentioned in the first section of this act, may, on the vote of the majority of the voting shares, at any regular meeting after the passage of this act, become entitled to the benefit of this act, on complying with the second and third sections thereof, unless the second section has heretofore been complied with ; in which case it shall be necessary to comply only with the said third section. Embezzlement, How Punished. SEC. 9. No officer, trustee, attorney, agent or servant of any association hereby incorporated, shall use or dispose of any part APPENDIX. 223 of the funds of such association, or assign, transfer, cancel or deliver up or acknowledge satisfaction of any bond, mortgage or other written instrument belonging to such association, un- less duly authorized, or be guilty of any fraud in the perform- ance of his duties ; and every person guilty of a violation of this section shall be liable civilly to the party injured, to the extent of the damage thereby incurred, and shall also be liable to an indictment for a misdemeanor, punishable by fine or im- prisonment, or both, in the discretion of the court by which he shall be tried. Annual Report to be Published. SEC. 10. Each association formed under the provisions of this act shall, at the close of the first year's operations, and an- nually at the same period in each year thereafter, publish in at least two newspapers published in the same place where their business may be located, or if no newspapers shall be published in such place, then in any two newspapers published nearest such place, a concise statement verified on the oaths of its presi- dent and secretary, showing the actual financial condition of the association, and the amount of its property and liabilities, specifying the same particularly. Liability of Stockholders and Directors. SEC. 11. All the shareholders of any association formed un- der this act, shall be individually liable to the creditors of said association, to an amount equal to the amount of stock held by them respectively, for all debts contracted by such association. The directors or other officers of every association formed under this act, shall be personally liable for any fraudulent use, dis- position or investment of any moneys or property belonging to such association, or for any loss which shall be incurred by any investment made by such directors or other officers, other than such as are mentioned in and authorized by this act ; but no director or other officer of any such association shall be liable as aforesaid ; except he authorized, sanctioned, approved or made such fraudulent use, disposition or investment as aforesaid. 224: CO-OPERATIVE SAVINGS AND LOAN ASSOCIATIONS. Liabilities of Trustees. SEC. 12. No person holding stock in any such company, or executor, administrator, guardian or trustee, and no person holding such stock as collateral security, shall be personally sub- ject to any liability as stockholder of such company ; but the person pledging such stock shall be considered as holding the same, and shall be liable as a stockholder accordingly ; and the estate and funds in the hands of such executor, administrator, guardian or trustee, shall be liable in like manner and to the same extent as the testator, or intestate or the ward or person interested in such trust fund would have been if he had been living and competent to act and hold the same stock in his own name. Right of Voting. SEC. 13. Every such executor, administrator, guardian or trustee, shall represent the share of stock in his hands at all meetings of the company, and may vote accordingly as a stock- holder ; and every person who shall pledge his stock as afore- said may, nevertheless, represent the same at all such meetings and may vote accordingly as a stockholder. Election of Officers. SEC. 14. In case it shall happen at any time that an election of officers shall not be made on the date designated by the by- laws of said company, when it ought to have been made, the company for that reason shall not be dissolved ; but it shall be lawful on any other day to hold an election for trustees in such manner as shall be provided for by the said by-laws ; and all acts of trustees shall be valid and binding as against such com- pany until their successors shall be elected. Power to Repeal or Alter. SEC. 15. The legislature may at any time alter, amend or repeal this act, or may annul or repeal any incorporation formed or created under this act ; but such amendment or repeal shall not, nor shall the dissolution of any such company take away or impair any remedy given against any such corporation, its stock- holders or officers, for any liability which shall have been previ- ously incurred. APPENDIX. 225 Capital Stock, how Increased or Diminished. SEC. 16. Any company which may be formed under this act may increase or diminish its capital stock, by complying with the provisions of this act, to any amount which may be deemed sufficient and proper for the purposes of the corporation ; but before any corporation shall be entitled to diminish the amount of its capital stock, if the amount of its debts and liabilities shall exceed the amount of capital to which it is proposed to be re- duced, such amount of debts and liabilities shall be satisfied and reduced so as not to exceed such diminished amount of capital. Notice of Meeting. SEC. 17. Whenever any company shall desire to call a meet- ing of the stockholders for the purpose of increasing or dimin- ishing the amount of its capital stock, it shall be the duty of the trustees to publish a notice signed by at least a majority of them in a newspaper in the county, if any shall be published therein, at least three successive weeks, and to deposit a written or printed copy thereof in the post-office, addressed to each stockholder at his usual place of residence, at least three weeks previous to the day fixed upon for holding such meeting, specifying the object of the meeting, the time and place where and when such meet- ing shall be held, and the amount to which it shall be proposed to increase or diminish the capital, and a vote of at least two thirds of all the shares of stock shall be necessary to an increase or diminution of the amount of its capital stock. Meeting, how Organized and Conducted. SEC. 18. If at any time and place specified in the notice pro- vided for in the preceding section of this act stockholders shall appear in person or by proxy, in numbers representing not less than two thirds of all the shares of stock of the corporation, they shall organize by choosing one of the trustees chairman of the meeting, and also a suitable person for secretary, and pro- ceed to a vote of those present in person or by proxy ; and if on canvassing the votes it shall appear that a sufficient number of votes has been given in favor of increasing or diminishing the amount of capital, a certificate of the proceeding, showing a compliance with the provision of this act, the amount of the capi- 226 CO-OPERATIVE SAVINGS AND LOAN ASSOCIATIONS. tal actually paid in, the whole amount of debts and liabilities of the company, and the amount to which the capital stock shall be increased or diminished, shall be made out, signed, and veri- fied by the affidavit of the chairman and be countersigned by the secretary ; and such certificate shall be acknowledged by the chairman and filed as required by the first section of this act, and when so filed the capital stock of such corporation shall be increased or diminished to the amount specified in such certifi- cate. Exemption. SEC. 19. The shares held by the members of all associations incorporated under the provisions of this act shall be exempt from sale on execution for debt to an extent not exceeding six hundred dollars in such shares at their par value. Loan to Members. SEC. 20. No loan made by any such association to any of its members may exceed in amount the par value of the capital stock for which such member may have subscribed. Certificate, how made Evidence. SEC. 21. The copy of any certificate of incorporation, filed in pursuance of this act, certified by the county clerk or his deputy to be a true copy and of the whole of such certificate, shall be received in all courts and places as presumptive legal evidence of the facts therein stated. CHAPTER 564, LAWS OF 1875. An act to amend chapter one hundred and twenty-two of the laws of eighteen hundred and fifty-one, entitled "An act for the incorporation of building, mutual loan, and accu- mulating fund associations." (SECTION 1 amends SEC. 7, ch. 122, of the Laws of 1851.) To make Annual Reports. SEC. 2. Every corporation organized under the provisions of this act, and every corporation heretofore organized under the APPENDIX. 227 laws of this State for purposes similar to those provided for in said act, shall annually make a full report in writing of the af- fairs and condition of such corporation, on the first day of Janu- ary in each year, to the Superintendent of the Banking Depart- ment, in such form and by such officers of the corporation as the said Superintendent may designate, which report shall be in place of any report which any such corporation may now be re- quired to make to the supreme court, the comptroller, or other- wise. Such report shall be verified by the oath or affirmation of the officers making such report ; and any willful false swearing in regard to such report shall be deemed perjury and be subject to the prosecutions and punishments prescribed by law for that offense. Every such report shall be made within twenty days after the day to which it relates, and shall be in such form and contain such statements, returns, and information, as to the affairs, business, condition, obligations and resources of such corporation as the said Superintendent may from time to time prescribe and require ; and the said Superintendent may, if he be of the opinion that it is desirable, require that a like report, either wholly or in part as to the particulars aforesaid, be made to him at any time by any such corporation aforesaid within such period as he may designate. Examination of Affairs of Corporations. SEC. 3. Whenever the stockholders of any corporation organ- ized under the provisions of this act shall deem that a personal examination by said superintendent of the affairs of said cor- poration is desirable or necessary, it shall be the duty of said superintendent, on the request in writing, signed by not less than five of the stockholders of said corporation, that such ex- amination be made either by himself or by some person duly appointed by him for that purpose, to make a full and careful examination of the affairs of said corporation, and make his report thereon, as herein provided. The person making such examination shall have power to administer oaths and take all testimony by him deemed necessary and proper and to compel the attendance of witnesses and the production of books and papers, by like process and in the same manner as now provided by law to procure the attendance of witnesses and the production of 228 CO-OPERATIVE SAVINGS AND LOAN ASSOCIATIONS. books and papers in the courts of record in this State. The expense of such examination shall be borne by said corporation, but no charge shall be made therefor, when the examination is made by said superintendent personally or by one of the salaried employes of his department, except for necessary traveling and other expenses ; whenever said superintendent shall appoint any person other than a salaried officer in his department to make such examination, the amount charged therefor shall not exceed the sum of ten dollars per day for the time actually expended in making the same, and the actual and necessary expenses as hereinbefore provided. (Thus amended by ch. 96, Laws of 1878.) Nature of Examination. SEC. 4. On every such examination inquiry shall be made as to the condition and resources of the corporation generally, the mode of conducting arid managing its affairs, the action of its directors or trustees, the investment of its funds, the safety and prudence of its management, the security afforded to those by whom its engagements are held, and whether the requirements of its charter and of law have been complied with in the admin- istration of its affairs. When found to be Violating Charter, Proceedings by Attorney- General. SEC. 5. If it shall appear to the said Superintendent from the report of any such corporation, or from any examination made by him, or from the report of any examination made to him, that any corporation has committed a violation of its charter or of law, or is conducting business in an unsafe or unauthorized manner, he shall by an order under his hand and seal of office, addressed to such corporation, direct the dis- continuance of such illegal or unsafe practices and conformity with the requirements of its charter and of law, and with safety and security in its transactions, and whenever any corporation shall refuse or neglect to make such report as is hereinbefore required, or to comply with any such order as aforesaid; or whenever it shall appear to the superintendent that it is unsafe or inexpedient for any corporation to continue to transact busi- ness, he shall communicate the facts to the attorney-general, APPENDIX. 229 who shall thereupon be authorized to institute such proceedings against any such corporation as are now, or may hereafter be provided for by law in the case of insolvent corporations, or such other proceedings as the nature of the case may require. Penalty for Failure to Report. SEC. 6. If any such corporation shall fail to furnish to the superintendent of the banking department any report or state- ment required by this act, at the time so required, it shall for- feit the sum of ten dollars per day for every day such report or statement shall be so delayed or withheld ; and the said super- intendent may maintain an action in his name of office to recover such penalty, and, when collected, the same shall be paid into the treasury of the State and be applied to the expenses of the bank department. PENNSYLVANIA. LAWS OF PENNSYLVANIA RELATING TO BUILDING AND LOAN ASSOCIATIONS. Section one of the general law of Pennsylvania, relating to the incorporation of certain corporations, passed in 1874, provides : Sec. 1. " Be it enacted, etc., that corporations may be formed under the provisions of this act by the voluntary association of five or more persons for the purposes and in the manner men- tioned herein." Then follows the classification of such corpo- rations and the mode of their incorporation. Section 37 of said general act relates to building and loan associations, and pro- vides as follows : SECTION 37. Building and loan associations incorporated under the provisions of this act shall have the powers, and, from the date of the letters-patent creating the same, when not other- wise provided in this act, be governed, managed and controlled as follows : CLAUSE 1. They shall have the power and franchise of loaning or advancing to the stockholders thereof the moneys accumulated, from time to time, and the power and right to secure the repayment of such moneys, and the performance of 230 CO-OPERATIVE SAVINGS AND LOAN ASSOCIATIONS. the other conditions upon which the loans are to be made, by bond and mortgage or other security, as well as the power and right to purchase or erect houses, and to sell, convey, lease or mortgage the same at pleasure to their stockholders, or others for the benefit of their stockholders, in such a manner also that the premiums taken by the said association, for the preference or priority of such loans, shall not be deemed usurious ; and so also that in case of non-payment of the installments, premiums or interest by borrowing stockholders, for six months, payment of principal, premiums and interest, without deducting the pre- mium paid, or interest thereon, may be enforced by proceeding on their securities according to law. CLAUSE 2. The capital stock of any corporation created for such purposes, by virtue of this act, shall at no time consist in the aggregate of more than one million dollars, to be divided into shares of such denomination, not exceeding five hundred dollars each, and in such numbers as the corporators may, in the application for their charter, specify : Provided, That the capital stock may be issued in series, but no such series shall at any issue exceed in the aggregate five hundred thousand dol- lars, the installments on which stock are to be paid at such time and place as the by-laws shall appoint ; no periodical payment of such installments to be made exceeding two dollars on each share, and said stock may be paid off and retired as the by-laws shall direct ; every share of stock shall be subject to a lien for the payment of unpaid installments and other charges incurred thereon under the provisions of the charter and by-laws, and the by-laws may prescribe the form and manner of enforcing such lien ; new shares of stock may be issued in lieu of the shares withdrawn or forfeited ; the stock may be issued in one or in successive series, in such amount as the board of directors or the stockholders may determine ; and any stockholder wish- ing to withdraw from the said corporation shall have power to do so, by giving thirty days' notice of his or her intention to withdraw, when he or she shall be entitled to receive the amount paid in by him or her, less all fines and other charges ; but after the expiration of one year from the issuing of the series, such stockholder shall be entitled, in addition thereto, to legal interest thereon : Provided, That at no time shall more APPENDIX. than one half of the funds in the treasury of the corporation be applicable to the demands of withdrawing stockholders, without the consent of the board of directors, and that no stockholder shall be entitled to withdraw, whose stock is held in pledge for security. Upon the death of a stockholder, his or her legal representatives shall be entitled to receive the full amount paid in by him or her, and the legal interest thereon, first deducting all charges that may be due on the stock ; no fines shall be charged to a deceased member's account, from and after his or her decease, unless his legal representatives of such decedent assume the future payments on the stock. CLAUSE 3. The number, titles, function and compensation of the officers of any such corporation, their terms of office, the times of their elections, as well as the qualifications of electors, and the ratio and manner of voting, and the periodical meetings of the said corporation, shall be determined by the by-laws, when not provided by this act. CLAUSE 4. The said officers shall hold stated meetings, at which the money in the treasury, if over the amount fixed by the charter as the full value of a share, shall be offered for loan, in open meeting, and the stockholder who shall bid the highest premium for the preference or priority of loan, shall be entitled to receive a loan of not more than the amount fixed by charter as the full value of a share, for each share of stock held by such stockholder: Provided, That a stockholder may borrow such fractional part of the amount fixed by charter as the full value of a share, as the by-laws may provide ; good and ample secur- ity, as prescribed by the by-laws of the corporation, shall be given by the borrower, to secure the repayment of the loan, in case the borrower shall neglect to offer security, or shall offer security that is not approved by the directors, by such time as the by-laws may prescribe, he or she shall be charged with legal interest, together with any expenses incurred, and the loss in premium, if any, on a resale, and the money may be resold at the next stated meeting ; in case of non-payment of install- ments or interest by borrowing stockholders, for the space of six months, payment of principal and interest, without deduct- ing the premium paid or interest thereon, may be enforced, by proceeding on their securities according to law. 232 CO-OPERATIVE SAVINGS AND LOAN ASSOCIATIONS, CLAUSE 5. A borrower may repay a loan at any time, and in case of the repayment thereof, before the expiration of the eighth year, after the organization of the corporation, there shall be refunded to such borrower one eighth of the premium paid for every year of the said eight years then unexpired : Provided, When the stock is issued in separate series the time shall be computed from the date of the issuing the series of stock on which the loan was made. CLAUSE 6. No premiums, fines, or interest on such pre- miums, that may accrue to the said corporation, according to the provisions of this act shall be deemed usurious ; and the same may be collected as debts of like amount are now by law collected in this commonwealth. CLAUSE 7. No corporation or association created under this act shall cease or expire from neglect on the part of the corpo- rators to elect officers at the time mentioned in their charter or by-laws ; and all officers elected by such corporation shall hold their offices until their successors are duly elected. CLAUSE 8. Any loan or building association incorporated by or under this act, is hereby authorized and empowered to purchase, at any sheriff's or other judicial sale, or at any other sale, public or private, any real estate, upon which such asso- ciation may have or hold any mortgage, judgment, lien, or other incumbrance, or ground-rent, or in which said association may have an interest, and the real estate so purchased, or any other that such association may hold or be entitled to at the passage of this act, to sell, convey, lease, or mortgage, at pleas- ure, to any person or persons whatsoever ; and all sales of real estate heretofore made by such associations to any person or persons not members of the association so selling, are hereby confirmed and made valid. CLAUSE 9. All such corporations shall have full power to purchase lands and to sell and convey the same, or any part thereof, to their stockholders or others in fee simple, with or without the reservation of ground-rents; but the quantity of land purchased by any one of said associations hereafter incor- porated, shall not, in the whole, exceed fifty acres ; and in all cases the land shall be disposed of within ten years from the date of the incorporation of such associations respectively. APPENDIX. 233 CLAUSE 10. All land and building associations are hereby authorized to make sale of, and assign or extinguish, to any person or persons, the ground-rents created as aforesaid. The foregoing general act was amended by No. 14 of the Laws of Pennsylvania, for the year 1879, which is as follows : No. 14. An act relating to mutual savings-fund, building, and loan asso- ciations, regulating the mode of charging premiums, bonus or interest in advance, of withdrawals, of repayment and collection of loans ; also restricting the power to levy ex- cessive fines, and defining the rights and liabilities of mar- ried women stockholders, and prescribing the non-applica- tion to these associations of the bonus tax and registry laws for corporations. SECTION 1. Be it enacted, etc., That it shall be lawful for any mutual savings-fund, or building and loan association, now in- corporated or hereafter to be incorporated, in addition to dues and interest, to charge and receive the premium or bonus bid by a stockholder for preference or priority of right to a loan in periodical installments ; and such premium or bonus so paid in installments shall not be deemed usurious, but shall be taken to be a payment as it falls due, in contradistinction to a premium charged and paid in advance ; and in so far as said premium or bonus so charged and paid, in addition to dues and interest, shall be in excess of two dollars for each periodical payment, the same shall be lawful, any law, usage, or custom to the contrary notwithstanding. It shall also be lawful for any mutual sav- ings-fund or building and loan association to charge and deduct interest in advance, in lieu of premiums for preference or pri- ority of right to a loan : Provided, That the certificate of incor- poration of each association hereafter to be incorporated, and the certificate provided in section nine of this act for those in- corporated, shall set forth whether the premium or bonus bid for the prior right to a loan shall be deducted therefrom in ad- vance or paid in periodical installments, or whether interest in advance shall be deducted from the loan in lieu of premium or bonus. 10 234 CO-OPERATIVE SAVINGS AND LOAN ASSOCIATIONS. SEC. 2. Stockholders withdrawing voluntarily shall receive such proportion of the profits of the association or such rate of interest as may be prescribed by the by-laws, any law or usage to the contrary notwithstanding ; but payment of the value of stock so withdrawn shall only be due when the funds now ap- plicable by law to the demand of withdrawing stockholders are sufficient to meet and liquidate the same, and then only in the order of the respective times of presentation of the notices of such withdrawals, which must have been presented in writing at a previous stated meeting, and have been then and there in- dorsed as to times of presentation by the officer designated by the by-laws of the association. SEC. 3. The by-laws may provide for the involuntary with- drawal and cancellation at or before the maturity of shares of stock not borrowed on : Provided, That such withdrawal and cancellation shall be pro rata among the shares of the tame series of stock : And provided further, That not less than legal interest shall be credited and allowed to each share so with- drawn and canceled. SEC. 4. A borrower may repay a loan at any time, and in case of the repayment thereof before the maturity of the shares pledged for said loan, there shall be refunded to such borrower (if the premiums, bonus, or interest shall have been deducted in advance), such proportions of the premiums, bonus, or advance interest bid, as the by-laws may determine: Provided, That in no case shall the association retain more than one one hundredth of said premiums or bonus for each calender month that has ex- pired since the date of the meeting upon which the loan was made, or if the interest in advance, it shall retain only the in- terest due on the loan up to the time of settlement : And fur- ther pi'ovided, That such borrower shall receive the withdraw- ing value of the shares pledged for said loan, and the shares shall revert back to the association. SEC. 5. In case of non-payment of installments of stock, pre- miums, dues, or interest, by borrowing stockholders, for the space of six months, payment of the same, together with the full principal of the loan, may be enforced by proceeding on their securities according to law ; and the moneys so recovered shall be paid into the treasury of the association for such uses APPENDIX. 235 (loans or otherwise) as may be deemed proper by the associa- tion ; and if the said moneys so recovered, together with the withdrawal value of the shares of such defaulting borrower, shall exceed the amount it would have required, according to the preceding section, to have voluntarily repaid the loan, to- gether with all the expenses incurred by the association, such excess shall be repaid to such defaulting borrower. SEC. 6. Fines or penalties for the non-payment of install- ments of dues, interest, and bonus or premium, shall not exceed two per centum per month on all arrearages. SEC. 7. It shall be lawful for any married woman of full age to hold stock in any of said saving-funds, building, or loan asso- ciations ; and, as such stockholder, she shall have all the rights and privileges of other members, including the right to borrow money from said associations and bid premiums therefor, and shall also have the right and power to secure such loan by transferring her said stock or other securities to said association from which the same was borrowed, or by executing bond and mortgage upon her separate real estate to secure said loan : Provided, however, that the husband of such married woman join in the execution of such bond and mortgage; and such married woman shall also have the right to sell, assign, and tranfer her said stock or withdraw the same, without joining the husband in such transfer or withdrawal ; and it shall be lawful for any such savings-fund, building, or loan association to collect such loan made to such married woman, including the dues, interest, premium and fines, as loans are made by such associations to other members as are now by law collected, arid such stock or interest in such stock shall not be liable for the debts of any husband of such married woman. SEC. 8. The bonus or tax due to the commonwealth upon the capital stock of corporations, as provided for by the act of the first of May, one thousand eight hundred and sixty-eight, or by any other act, shall not apply to or be due from mutual savings-fund, or building and loan associations ; nor shall the registry for corporations, prescribed by the first section of the act of first of May, one thousand eight hundred and sixty-eight, the first section of the act of twenty-fourth of April, one thou- sand eight hundred and seventy-four, and the twenty-sixth sec- 236 CO-OPERATIVE SAVINGS AND LOAN ASSOCIATIONS. tion of the act of twenty-ninth of April, one thousand eight hundred and seventy-four, apply to or be required of mutual savings-fund, or building and loan associations. SEC. 9. Mutual savings-fund, or building and loan associa- tions, heretofore incorporated under the provisions of any law, shall be entitled to all the privileges, immunities, franchises, and powers conferred by this act, upon filing with the secre- tary of the commonwealth a certificate of their acceptance of the same in writing, under the duly authenticated seal of said association, which certificate also shall prescribe their mode or plan of charging premiums, bonus, or advance interest, as set forth in the first section of this act ; and upon such acceptance and approval thereof by the governor, he shall issue letters patent to said corporation reciting the same. SEC. 10. All laws or parts of laws inconsistent with the pro- visions of the act are hereby repealed. MASSACHUSETTS. The following is the law of this State, as reported by the Commissioners of Savings-Banks, December 31, 1887 : SECTION I. Twenty-five or more persons who associate them- selves together by an agreement in writing, with the intention of forming a corporation for the purpose of accumulating the savings of its members paid into such corporation in fixed peri- odical installments, and lending to its members the funds so accumulated, shall be and remain a corporation upon complying with the provisions of the three following sections : SEC. 2. The agreement shall set forth the fact that the sub- scribers thereto associated themselves with the intention of forming a corporation; the name by which the corporation shall be known ; the purpose for which it is formed ; the town or city, which shall be within this Commonwealth, in which it is located ; and the limit of the capital to be accumulated. SEC. 3. The name shall be one not previously in use by any existing corporation established under the laws of this Common- wealth, and shall be changed only by act of the General Court. APPENDIX. 237 The words "co-operative savings-fund and loan association" shall form a part of the name. Section three of chapter one hundred and seventeen of the Public Statutes, relative to the name of co-operative savings-fund and loan associations, is hereby amended by striking out the words " co-operative savings-fund and loan association," in the fourth line, and inserting in place thereof the words " co-opera- tive bank." The title of said chapter one hundred and seventeen of the Public Statutes is hereby amended by striking out the words "savings-fund and loan associations," and inserting in place thereof the word " banks." The names of all co-operative savings-fund and loan associa- tions heretofore organized are hereby changed by striking out in each the words "savings-fund and loan association," and in- serting in place thereof the word " bank " ; and they shall here- after be known as '' co-operative banks." The first and second sections of this act shall take effect upon its passage, and the third section upon the first day of July, in the year eighteen hundred and eighty-three. SEC. 4. The provisions of sections eighteen, twenty, and twenty-one of chapter one hundred and six shall apply to such corporations, except that, in the certificate signed by the Secre- tary of the Commonwealth, the limit of capital to be accumu- lated, as fixed in the agreement of association, shall be inserted, instead of the amount of the capital, that the certificate required by said section twenty-one to be filed and recorded may be signed and sworn to by the presiding and financial officers, and a majority at least of the officers possessing the powers of direct- ors by whatever name they may be called, and that the fees to be paid for filing and recording the certificates required by said section twenty-one, including the issuing of the certificate of organization, shall be five dollars. SEC. 5. The capital to be accumulated shall not exceed one million dollars, and shall be divided into shares of the ultimate value of two hundred dollars each. The limitation of capital to be accumulated in any co-operative bank now organized or here- after formed under the provisions of chapter one hundred and seventeen of the Public Statutes shall be held to apply to capi- 238 CO-OPERATIVE SAVINGS AND LOAN ASSOCIATIONS. tal actually paid in, and no such bank shall be restrained from issuing shares so long as the capital actually paid in on shares is not in excess of one million dollars. The shares may be issued in quarterly, half-yearly, or yearly series, in such amounts and at such times as the members may determine. No person shall hold more than twenty-five shares in the capital of any one such corporation. No shares of a prior series shall be issued after the issue of a new series. SEC. 6. The number, title, duties, and compensation of the officers of the corporation, their terms of office, the time of their election, as well as the qualifications of electors and the time of each periodical meeting of the officers and members, shall be determined by the by-laws ; but no member shall be en- titled to more than one vote at any election. All officers shall continue in office until their successors are duly elected, and no corporation shall expire from neglect on its part to elect officers at the time prescribed by the by-laws. In any co-operative bank now or hereafter formed under the provisions of chapter one hundred and seventeen of the Public Statutes, the offices of secretary and treasurer may be held by one and the same person. SEC. 7. The officers shall hold stated monthly meetings. At or before each of these meetings every member shall pay to the corporation, as a contribution to its capital, one dollar as dues upon each share held by him until the share reaches the ulti- mate value of two hundred dollars or is withdrawn, canceled or forfeited. Payment of dues on each series shall commence from its issue. SEC. 8. A member may withdraw his unpledged shares at any time by giving thirty days' notice of his intention so to do, written in a book held and provided by the corporation for that purpose. Upon such withdrawal the shareholder's account shall be settled as follows : From the amount then standing to the credit of the shares to be withdrawn there shall be deducted all fines, a proportionate part of any unadjusted loss, together with such proportion of the profits previously credited to the shares as the by-laws may provide, and such shareholders shall be paid the balance : Provided, that at no time shall more than one half of the funds in the treasury be applicable to the demands of with- APPENDIX. 239 drawing members without the consent of the directors. The di- rectors may at their discretion, under rules made by them, retire the unpledged shares of any series at any time after four years from the date of their issue by enforcing the withdrawal of the same ; but whenever there shall remain in any series, at the expiration of five years after the date of its issue, an excess above one hun- dred unpledged shares, then it shall be the duty of the directors to retire annually twenty-five per centum of such excess existing at said expiration of five years after the date of its issue, so that not more than one hundred unpledged shares shall remain in such series at the expiration of nine years from the date of its issue, and thereafter the directors may in their discretion retire such other unpledged shares as they consider the best interests of the bank to require : Provided, that whenever under the pro- visions of this section the withdrawal of shares is to be enforced the shares to be retired shall be determined by lot, and the hold- ers thereof shall be paid the full value of their shares, less all fines and a proportionate part of any unadjusted loss : Provided, also, that shares pledged for share loans shall be treated as un- pledged shares. Shares may be issued in the name of a minor, and if so issued may, at the discretion of the directors, be withdrawn, in manner as provided in section two of this act, by such minor, the parent or guardian of such minor, and in either case the payments made on such withdrawals of shares shall be valid. When a share or shares are held by any one in trust for another, the name and residence of the person for whom such share or shares are held shall be disclosed, and the account shall be kept in the name of such holder as trustee for such person ; and, if no other notice of the existence and terms of such trust has been given in writing to the corporation, in the event of the death of the trustee such shares may be withdrawn by the person for whom such deposit was made or by his legal representatives. SEC. 9. When each unpledged share of a given series reaches the value of two hundred dollars all payments of dues thereon shall cease, and the holder thereof shall be paid out of the funds of the corporation two hundred dollars thereof with interest at the rate of six per cent a year from the time of such maturity to the time of such payment : Provided, that at no time shall 240 CO-OPERATIVE SWINGS AND LOAN ASSOCIATIONS. more than one half of the funds in the treasury be applicable to the payment of such matured shares without the consent of the directors: Provided, further, that when any series of shares, either pledged or unpledged, reaches maturity between the dates of adjustment of profits or whenever shares are retired between such dates, the holders of such shares shall, in addition to the value thereof, be entitled to interest at the rate of six per cent per annum for all full months from the date of the preced- ing adjustment. Chapter one hundred and seventeen of the Public Statutes is amended as follows by adding to section nine the following words : " And that before paying matured shares all arrears and fines shall be deducted." SEC. 10. The moneys accumulated, after due allowance made for all necessary and proper expenses and for the withdrawal of shares, shall at each stated monthly meeting be offered to the members according to the premiums bid by them for priority of right to a loan. Every member whose bid is accepted shall be entitled, upon giving proper security, to receive a loan of two hundred dollars for each share held by him or such fractional part of two hundred dollars as the by-laws may allow. If a balance of money remains -unsold after a monthly sale, the directors may invest the same in any of the securities named in the second clause of section twenty of chapter one hundred and sixteen. SEC. 11. Premiums for loans shall consist of a percentage charged on the amount lent in addition to interest, and shall be deemed to be a consideration paid by the borrower for the pres- ent use and possession of the future or ultimate value of his shares, and shall, together with interest and fines, be received by the corporation as a profit on the capital invested in the loan, and shall be distributed to the various shares and series of said capital as hereinafter provided. SEC. 12. A borrowing member, for each share borrowed upon, shall, in addition to his dues and monthly premium, pay monthly interest on his loan at the rate of six per cent per annum until his shares reach the ultimate value of two hun- dred dollars each, or the loan has been repaid ; and when said ultimate value is reached, said shares and loan shall be declared APPENDIX. 241 canceled and satisfied, and the balance, if any, due upon the shares shall be paid to the member. Any corporation organized under said chapter one hundred and seventeen may provide in its by-laws that the bid for loans at its stated monthly meeting shall, instead of a premium, be a rate of annual interest upon the sum desired, payable in monthly installments. Such bids shall include the whole interest to be paid, and may be at any rate not less than five per centum per annum. SEC. 13. For every loan made, a note secured by first mort- gage of real estate shall be given, accompanied by a transfer and pledge of the shares of the borrower. The shares so pledged shall be held by the corporation as collateral security for the performance of the conditions of said note and mortgage. Said note and mortgage shall recite the number of shares pledged and the amount of money advanced thereon, and shall be con- ditioned for the payment, at the stated meetings of the cor- poration, of the monthly dues on said shares, and the interest and premium on the loan, together with all fines on payments in arrears until said shares reach the ultimate value of two hundred dollars each, or said loan is otherwise canceled and discharged : Provided, that the shares, without other security, may, in the discretion of the directors, be pledged as security for loans, to an amount not exceeding their value as adjusted at the last adjustment and valuation of shares before the time of the loan. If the borrower neglects to offer security satisfactory to the directors within the time prescribed by the by-laws, his right to the loan shall be forfeited, and he shall be charged with one month's interest and one month's premium at the rate bid by him, together with all expenses, if any, incurred ; and the money appropriated for such loan may be reloaned at the next or any subsequent meeting. SEC. 14. A borrower may repay a loan at any time, upon application to the corporation, whereupon, on settlement of his account, he shall be charged with the full amount of the orig- inal loan, together with all monthly installments of interest, premium and fines in arrears, and shall be given credit for the withdrawing value of his shares pledged and transferred as 242 CO-OPERATIVE SAVINGS AND LOAN ASSOCIATIONS. security ; and the balance shall be received by the corporation in full satisfaction and discharge of said loan : Provided, that all settlements made at periods intervening between stated meet- ings of the directors shall be made as of the date of the stated meeting next succeeding such settlement ; and, Provided, that a borrower desiring to retain his shares and membership may at his option repay his loan without claiming credit for said shares, whereupon said shares shall be retransferred to him, and shall be free from any claim by reason of said canceled loan. Partial payment of loans on real estate made by any co-operative bank may be received in sums of fifty dollars or any multiple thereof ; and for each two hundred dollars so re- paid one share of stock shall be released from pledge. SEC. 15. Members who make default in the payment of their monthly dues, interest, and premiums, shall be charged a fine not exceeding two per cent, a month on each dollar in arrears. No fines shall be charged after the expiration of six months from the first lapse in any such payment, nor upon a fine in arrears. The shares of a member who continues in arrears more than six months shall, at the option of the directors, if the member fails to pay the arrears within thirty days after notice, be declared forfeited, and the withdrawing value of the shares at the time of the first default shall be ascertained, and, after deducting all fines and other legal charges, the balance remaining shall be transferred to an account to be designated the " Forfeited Share Account," to the credit of the defaulting member. Said member, if not a borrower, shall be entitled, upon thirty days' notice, to receive the balance so transferred without interest from the time of the transfer, in the order of his turn, out of the funds appropriated to the payment of with- drawals. All shares so forfeited or transferred shall cease to participate in any profits of the corporation accruing after the last adjustment and valuation of said shares before said first default. SEC. 16. If a borrowing member is in arrears for dues, inter- est, premium or fines, for more than six months, the directors may, at their discretion, declare the shares forfeited, after one month's notice, if the arrears continue unpaid. The account of such borrowing member shall then be debited with the arrears APPENDIX. 243 of interest " premium," and fines of date of forfeiture, and the shares shall be credited upon the loan at their withdrawing value. The balance of the account may, and after six months shall, be enforced against the security, and be recovered as se- cured debts are recovered at law. SEC. 17. The general accounts of every such corporation shall be kept by double entry. All moneys received by the cor- poration from each member shall be receipted for by persons designated by the directors, in a pass-book provided for by the corporation for the use of, and to be held by, the member ; and said pass-book shall be plainly marked with the name and resi- dence of the holder thereof, the number of shares held by him, and the number or designation of the series or issue to which said shares respectively belong, and the date of the issue of such series. All moneys so received shall be originally entered by the proper officer in a book to be called the " cash-book," to be provided by the corporation for the purpose, and the entries therein shall be so made as to show the name of the payer, the number of shares, the number or designation of the series or issue of the particular share or shares so entered, together with the amount of dues, interest, premiums, and fines paid thereon, as the case may be. Each payment shall be classified and en- tered into a column devoted to its kind. Said cash-book shall be closed after the termination of each stated meeting, and shall be an exhibit of the receipts of all moneys paid at said meeting. All payments made by the corporation for any pur- pose whatsoever shall be by order, check, or draft upon the treasurer, signed by the president and secretary, and indorsed by the persons in whose favor the same are drawn. The name of the payee, the amount paid, and the purpose, object, or thing for which the payment is made, together with its date, shall be entered on the margin of said order, check, or draft. The treas- urer shall dispose of and secure the safe keeping of all moneys, securities, and property of the corporation, in the manner des- ignated by the by-laws, and the treasurer and secretary shall give such security for the faithful performance of their respect- ive duties as the by-laws may direct. SEC. 18. The profits and losses may be distributed annually, semi-annualy, or quarterly, to the shares then existing, but shall 244 CO-OPERATIVE SAVINGS AND LOAN ASSOCIATIONS. be distributed at least once in each year, and whenever a new series of shares is to be issued. Profits and losses shall be dis- tributed to the various shares existing at the time of such dis- tribution, in proportion to their value at that time, and shall be computed upon the basis of a single share fully paid to the date of distribution. Losses shall be apportioned immediately after their occurrence. At each periodical distribution of profits the directors shall reserve as a guarantee fund a sum not less than one nor more than five per cent of the net profits accruing since the next pre- ceding adjustment, until such fund amounts to five per cent of the dues capital, which fund shall thereafter be maintained and held ; and said fund shall be at all times available to meet losses in the business of the corporation from depreciation of its securities or otherwise. SEC. 19. Any such corporation may purchase at any sale, public or private, any real estate upon which it may have a mortgage, judgment, lien, or other incumbrance, or in which it may have an interest ; and may sell, lease, convey, or mortgage, at pleasure, the real estate so purchased to any person or persons whatsoever. All real estate so acquired shall be sold within five years from the acquisition of the title thereto. SEC. 20. The commissioners of savings-banks shall perform in reference to every such corporation, the same duties, and shall have the same powers, as are required of or given to them in reference to savings-banks, and shall annually make a report to the General Court of such facts and statements respecting such associations, and in such forms as they deem that the public interest requires. Every officer of such corporation shall answer truly all inquiries made, and shall make all returns required by the commissioners. OHIO. LAWS OF OHIO RELATING TO BUILDING ASSOCIATIONS. SECTION 3833. A corporation organized for the purpose of raising money to be loaned among its members for use in buying lots or in building and repairing, or other purposes, may levy, APPENDIX. 245 assess, and collect from its members such sums of money, by rates of stated dues, fines, interest and premiums on loans, or may otherwise raise money as the corporation by its constitution and by-laws shall provide ; and it may acquire, hold, incumber and convey all such real estate and personal property as may be legitimately pledged to it on such loans, or may otherwise be transferred to it in the due course of its business ; but the dues, fines and premiums so paid by its members, although in addition to the legal rate of interest on loans taken by it, shall not be construed to make the loans so taken usurious ; and no person shall hold more than twenty shares in any such corporation in his own right. SEC. 3834. Such corporation may receive on deposit all sums of money offered for that purpose, on such terms, and at such rates of interest, not exceeding the legal rate, as may be pre- scribed by the board of directors, and loan the same pursuant to the preceding section. SEC. 3835a. So much of the earnings as may be necessary shall be set apart to defray the current expenses of the corpora- tion, and a portion of the earnings, to be determined by the board of directors, shall be reserved annually or semi-annually for the payment of contingent losses, and the residue of such earnings or dividends shall be transferred to the credit of all members, to be paid to them at such times, and in such manner, and in such proportions as the corporation by its constitution and by-laws in conformity with this act may provide ; and upon the cancellation of any share or shares that have been fully paid, the corporation shall pay to such member or members their pro rata share of so much of the reserve fund as has been accumu- lated during the membership and remains therein at the time of the termination of the membership of such member or mem- bers. SEC. 3835b. Such corporation shall be authorized to provide in its constitution and by-laws, rules and regulations, for the terms of membership ; for the annual subscribing shares of stock therein; for an annual or semi-annual division of the earnings of the dividends or earnings among the members ; for a rebate of interest at the end of each year on the amount of dues paid on loans ; for the sale of money ; for the time and 24:6 CO-OPERATIVE SAVINGS AND LOAN ASSOCIATIONS. amount of the payment of dues, interest, premiums, fines, and other assessments; for the withdrawal of non-borrowing members, and also for the withdrawal of non-borrowing members of part payments on their shares of stock ; for the cancellation of the securities of borrowing members upon demand being made by them or their legal representatives. SEC. 3835c. All adjustments of loans between such corpora- tion and its borrowing members shall be upon the following terms, to wit : After the premium for one year has been paid, and also the interest and premium on such loans up to the day of settlement, the borrowing member shall pay to the corpora- tion an amount which, added to the dues and dividends cred- ited, will equal the sum actually borrowed ; and also such fines and other assessments as are provided for by the constitution and by-laws of such corporation. SEC. 3835d. The stock or shares of individual members or depositors of such corporation shall be considered and held as credits, and the said members and depositors, individually, shall list for taxation the number of shares held by them, and the true value thereof in money, on the day preceding the second Monday in April in each year, and the same shall be assessed at such valuation and taxes as other property. SEC. 3835e. Any building association, after at least three fourths of its capital stock is fully subscribed and taken, may increase its capital stock by a vote of its board of directors, a majority of the members of such board of directors voting in favor thereof ; and a certificate of such action of the board of directors shall be filed with the Secretary of State. SEC. 3836. All shares of stock held in such corporations by or in the name of a minor, shall, upon application therefor, be paid to such minor or persons who hold such shares of stock for the minor, and the same shall be valid payment. Passed May 8, 1886. (Ohio Laws V, pp. 116, 117.) APPENDIX. 247 FOKMS. No. 1. We submit the following as a form for suitable by-laws for an association incorporated under the New York act of 1887. They are, in fact, the by-laws of the Elmira Co-operative Sav- ings and Loan Association, organized in 1888, and were drawn by us with much care ; and supplement the act of 1887 in those matters left to the discretion of the association by the act, ac- cording to our conception of the true co-operative savings and loan association. They can be readily modified to meet the wishes of those who may differ with us on minor details. The certificate of incorporation (see form in Chapter VII) fixes the name and place of doing business, hence they are not given in the by-laws. BY-LAWS OP THE CO-OPERATIVE SAVINGS AND LOAN ASSOCIATION. Officers. SECTION 1. The officers of this association shall be a Presi- dent, Vice-President, Treasurer, Secretary, a Board of Directors, and an Attorney. SEC. 2. The Board of Directors shall consist of thirteen mem- bers of whom nine shall be elected, and the President, Vice- President, Treasurer and Secretary shall be ex-officio members. SEC. 3. The Attorney shall be appointed and removed at pleasure by the Board of Directors; all other officers shall be elected annually by ballot by the stockholders. In case of va- cancies, the Board of Directors may fill the same until the next annual election. SEC. 4. The President shall preside at all meetings of the stockholders and of the Board of Directors ; sign all certificates of stock, and all orders upon the Treasurer for the payment or appropriation of moneys, and perform all other duties usually appertaining to such office. 24:8 CO-OPERATIVE SAVINGS AND LOAN ASSOCIATIONS. SEC. 5. The Vice-President, in the absence or disability of the President, shall perform the duties of President. SEC. 6. The Treasurer shall be the custodian of all funds, securities, contracts and deeds belonging to the association, sub- ject however to the direction of the Board of Directors. He shall receipt for all moneys paid to him, and pay all orders or drafts upon him, ordered by the Board of Directors and signed by the President and attested by the Secretary. He shall keep suitable and accurate books of account of all his transactions, and make a report of the finances of the association at each stated meeting of the Board of Directors, which report shall be filed by the Secretary and entered in the minutes of the meet- ing. His books of accounts shall be subject to the call and in- spection of the Board of Directors at any time and shall be sub- ject to the inspection of any stockholder at all reasonable hours. He shall give a bond with at least two sureties, one or more of whom shall not be connected with the bank where he deposits the funds of the association, in an amount prescribed by the Board of Directors, and in form, and with sureties and the suffi- ciency thereof, subject to their approval. At the expiration of his term of office, he shall deliver to his successor in office, within five days after the qualification of such successor, all moneys, books and papers of the association in his possession. SEC. 7. The Secretary shall be present at all meetings of the stockholders and Board of Directors in person, or shall have a proxy from the Board of Directors, and keep correct minutes of the proceedings, which shall be transcribed into a suitable min- ute-book and read at the next meeting for the approval of the Board. He shall also keep a stock ledger wherein shall appear a minute of every certificate of stock issued and all transfers until surrendered ; also an order-book, showing date, the amount, what given for, and the payee of all orders attested by him ; also a security-book, wherein shall appear a minute of all secur- ities taken by the association ; also a dues, interest and fine book, wherein shall appear the amount due from and paid by each shareholder at each meeting for the receipt, of dues. He shall make a monthly report of the number of shares outstand- ing, and such other facts as the Board of Directors may require. He shall make a detailed report of the business of the associa- APPENDIX. 249 tion at each annual meeting, and at all meetings when required by the Board of Directors or President. His books shall be open for inspection by any stockholder at all reasonable hours. He shall have charge of the publications and the correspondence of the association, and shall deliver to his successor in office, within five days after the qualification of such successor, all books and papers in his possession belonging to the association. SEC. 8. A Finance Committee of three members shall be appointed by the President from the nine elected members of the Board, who shall serve for four months ; a second and a third committee shall be appointed in the same manner during the year ; such committees shall be so arranged -that each of said nine directors shall serve upon a committee for four months during the year. The President and Vice-President shall at all times be members ex officio of this committee. SEC. 9. The Attorney shall examine the abstracts of title, procured from the County Clerk, to all real estate which has been offered to the association as security for loans and approved by the Finance Committee, and, if found satisfactory, he shall indorse his approval thereon. He shall prepare all securities given to the association and cause all mortgages to be recorded as soon as delivered. His charges for such services shall be rea- sonable and paid by the borrower, unless the Board otherwise direct. He shall meet with the Board of Directors when re- quested, but shall have no vote. SEC. 10. No officer, other than the Treasurer, Secretary, and Attorney, shall receive compensation for any services rendered by him. The salaries of the Treasurer and Secretary shall be fixed by the Board of Directors. The Attorney shall not be entitled to compensation for his attendance upon the ordinary stated meetings of the Board of Directors, stockholders, or Finance Committee. All officers and committees shall be en- titled to all expenses necessarily incurred by them in the proper discharge of their duties. SEC. 11. The Board of Directors, by a two-thirds vote, shall have power to suspend any officer of the association, for cause, which shall be stated in writing and served upon him at the time of such suspension ; whereupon a special meeting of the stockholders shall be called to consider such suspension, and at 17 250 CO-OPERATIVE SAVINGS AND LOAN ASSOCIATIONS. such special meeting, or a meeting adjourned therefrom, the offending officer shall be reinstated or removed by a majority vote of the stock represented at such meeting. Meetings. SEC. 12. The annual meetings of the shareholders of the association shall be held on the first Monday evening in the month of February in each year for the election of officers and the transaction of the b'usiness of the association. SEC. 13. Special meetings of the shareholders shall be con- vened by the President, at the written request of ten sharehold- ers. A notice of such meeting, stating the time, place, and busi- ness to be brought before the meeting, shall be mailed by the Secretary, postage prepaid, to each shareholder, at his post- office address as it appears upon the books of the association, at least five days before the date of such meeting. In event such special meeting is desired to consider the suspension of the President, such special meeting shall be called by the Secretary. SEC. 14. The stated monthly meeting of the Board of Direct- ors shall be held on the second Monday evening in each month. The Finance Committee of the Board shall meet the same even- ing, from seven to nine o'clock, to receive dues and any other moneys due or payable to the association. The whole Board shall convene immediately following the receipt of dues, etc., and bidding for loans. SEC. 15. Special meetings of the Board of Directors may be called at any time by the President, and shall be called by him on the written request of three directors. At least twenty-four hours' notice of a special meeting of the Board shall be given orally by the Secretary, or by leaving a written notice of such meeting at the business place or the residence of each director. SEC. 16. Five members of the Board shall constitute a quorum for the transaction of all business, except the suspension of an officer, the loaning of money to another association, and the borrowing of money by the association. SEC. 17. The Finance Committee shall meet at seven and one-half o'clock on each Friday evening following the monthly meeting of the Board of Directors, for the purpose of passing upon the sufficiency of the securities offered for the loans bid APPENDIX. 251 off at such monthly meeting. The Secretary and Attorney shall meet with the Committee, but shall have no vote. Stock, Entrance Fee, and Transfer Fee. SEC. 18. The stock of the association shall be issued in yearly series, and each shareholder shall be entitled to a certificate of the shares of stock held by him or her, issued in the name and under the seal of the association, and signed by the President and Secretary. The series, beginning with the first issued, shall be numbered in regular order one, two, three, and so on and the certificate shall plainly state the number of the series in which the shares are issued. An entrance fee of twenty-five cents shall be charged for each share of stock issued. A certifi- cate of unpledged shares of stock may be transferred by assign- ment, in person or by attorney, in the presence of the President or Secretary, and the assignment shall be minuted upon the stock-book of the association and indorsed upon the certificate, and the assignee, by signing the by-laws and paying a transfer fee of ten cents a share, shall become a member of the asso- ciation. SEC. 19. A certificate of stock upon which a loan has been made, may be transferred in the same manner as in the last sec- tion described, subject to the rights of the association in the following case : First, where the assignee, in case of a real-estate loan, has purchased the mortgaged property and assumed the payment of the mortgage ; second, where the loan is secured by the stock transferred and the assignee assumes the payment of the loan and makes his bond to the association for such payment. Payment of Dues, etc. SEC. 20. At the request of the Finance Committee, the Secre- tary and Treasurer shall aid them in the receipt of dues, etc. One member of the Committee at the time the dues and other payments are made shall receipt for the same in a pass-book, which shall be given to the shareholder with his certificate of stock ; while another member of the Committee shall check off the amount paid from the dues, interest and fine book which the Secretary shall have at such meeting. At the close of the meeting for the receipt of dues, etc., the Committee shall turn 252 CO-OPERATIVE SAVINGS AND LOAN ASSOCIATIONS. over the funds received to the Treasurer and take his receipt therefor. SEC. 21. The Finance Committee or any other officer shall not receive dues or other payments due the association at any other time than at the stated meetings, except the Treasurer may receive payments of loans under the provisions of section ten of the act under which this association is formed and incor- porated. SEC. 22. Whenever a shareholder shall be in arrears for dues, interest and fines, and a payment shall be made insufficient to square them all, the payment shall first be applied to the pay- ment of the fines, and second to dues and interest in equal parts. Fines. SEC. 23. For every dollar of dues, interest and fines which a shareholder neglects or refuses to pay, he shall pay a fine of ten cents for each month in arrears. In the case of the death of the shareholder his estate shall not be chargeable with fines for non- payment of dues at the stated monthly meeting of the Board immediately following such death, nor shall any fines be im- posed in such case at any subsequent meeting for the receiving of dues unless the personal representatives of such deceased shareholder or their assigns shall elect to carry the shares of stock of the deceased shareholder ; but such shares shall be with- drawn and their withdrawal value computed, as prescribed in section twenty-six hereof, to the date of such death, shall be due and payable to his personal representatives at the first stated monthly meeting of the Board following the service of a written demand therefor upon the Secretary or as soon thereafter as the association shall have funds applicable to the payment of with- drawing stock. SEC. 24. The successful bidder for a loan at the stated meet- ings shall immediately furnish to the Board a written descrip- tion of the security which he proposes for his loan. The same shall pass without a motion to the Finance Committee unless the Board of Directors shall by a unanimous vote decide to pass upon the sufficiency of the security offered forthwith. The Board may also direct that the Finance Committee report to the Board for their determination upon the sufficiency of the APPENDIX. 253 security. In all other cases the Finance Committee shall per- sonally examine the real estate offered as security and appraise the value thereof before the time fixed for their meeting to pass upon its sufficiency as a security ; and if at their meeting they approve of the security as to its value and the Attorney shall ap- prove of the title, the loan shall be made without further action by the Board of Directors ; and when the mortgage has been placed in the Clerk's office for record, the President shall sign and the Secretary shall attest and deliver an order upon the Treasurer for the amount going to the borrower upon his loan. All the securities for the loan shall thereupon be delivered to the Secretary, who shall enter the same at once in the security- book, and the Secretary shall thereupon deliver the same with all assignments and abstracts of title and insurance papers to the Treasurer. SEC. 25. Action upon security offered for loans shall not be had by the Finance Committee or by the Board of Directors in the presence of the borrower. If a borrower shall fail to offer satisfactory security for his proposed loan before the next stated meeting, his right to a loan upon his bid shall be forfeited un- less the Board otherwise direct. Dividends. SEC. 26. The Board of Directors, at a meeting held subse- quent to the last stated monthly meeting in the fiscal year and before the annual meeting, shall declare a dividend distributing the profits since the last dividend, under the provisions of section fifteen of the said act under which the association is incorpo- rated. They shall also at said meeting, or a meeting adjourned therefrom and held before the annual meeting, determine the withdrawal value of the shares of stock until the next distribu- tion of profits. In determining such withdrawal value they shall allow to all shares over two years of age at least seventy- five per cent of the profits which have accrued and have been added to the value of the shares and as much more as to them shall seem wise. They shall have discretionary power to make the percentage of profits withdrawn uniform upon all such shares or increase the same as the shares increase in age. In the case of shares not over two years of age at the time of de- 254 CO-OPERATIVE SAVINGS AND LOAN ASSOCIATIONS. termining the withdrawal value, they shall allow, in lieu of a percentage of profits, interest upon the dues paid in at a rate of not less than four and a half per cent per annum. Such with- drawal value shall be reported at the annual meeting, and take effect on the date of the first monthly meeting thereafter ; and upon all withdrawals made until the next annual meeting, in addition to such withdrawal value, interest shall be paid upon the withdrawal value of the shares and upon all dues paid sub- sequent to said annual meeting, together with such dues, at the rate of four per cent per annum. SEC. 27. The President at the last monthly meeting in the fiscal year shall appoint an auditing committee of three share- holders, who are not officers, to examine the accounts of the Treasurer and Secretary and report thereon to the annual meet- ing. He shall also appoint a committee of three stockholders, not officers, to make an examination of their accounts at any time during the year when so required in writing by ten share- holders ; and he may appoint such committee at any time upon his own motion. SEC. 28. No officer shall have power to make an expenditure or incur any liability on behalf of the association without au- thority given therefor by the Board of Directors. SEC. 29. Every order drawn upon the Treasurer shall be dated when made and state the payee and the purpose for which it is drawn, and a stub from which the order shall be detached shall contain a statement of the same facts. SEC. 30. These by-laws may be altered or amended at any annual or special meeting of the shareholders by a two-thirds vote of the shareholders present. No. 2. The following is a copy of the by-laws of the Guardian Co- operative Bank of Boston, Massachusetts. D. Eldridge, Esq., its Secretary and Treasurer, and one of the most conspicuous men in Massachusetts at this time, in extending this form of co- operation and insisting upon correct methods in the transaction of their business, recommends these by-laws as proper in form and matter under the Massachusetts law : APPENDIX. 255 ARTICLE I. NAME AND OBJECT. This corporation shall be known by the name of " The Guard- ian Co-operative Bank," and its object shall be the accumulation of a capital in money, to be derived from savings and accumu- lations of the members thereof, to be paid into said corporation in fixed periodical installments, and the lending of such funds so accumulated to its members, in accordance with the provis- ions of chapter one hundred and seventeen of the Public Stat- utes of the year eighteen hundred and eighty-one of the Legis- lature of Massachusetts. AETICLE II. CAPITAL STOCK. The capital stock of the corporation (to be accumulated) shall be one million dollars, and shall be divided into shares of the ultimate value of two hundred dollars each, which shall be issued in quarterly, half-yearly, or yearly series, as the members may determine. ARTICLE m. LOCATION. This corporation shall be located in the city of Boston, Massa- chusetts, and the office or place of business or meeting shall be determined by the Board of Directors. ARTICLE IV. OFFICERS AND THEIE DUTIES. SECTION 1. The officers of this corporation shall consist of a President, a Vice-President, a Secretary, who shall be Clerk of the Corporation, a Treasurer, and fifteen Directors, all of whom shall constitute a Board of Directors, and each of whom must be a shareholder. The offices of Secretary and Treasurer may be held by one and the same person. After the first election they shall be elected by the shareholders at the annual meeting, and shall continue in office and perform their respective duties until their successors are duly elected. In case of vacancy in the office of President, Vice-President, Secretary, or Treasurer by death, resignation or otherwise, the remaining members of the Board of Directors shall make such temporary appointment as 256 CO-OPERATIVE SAVINGS AND LOAN ASSOCIATIONS. may be absolutely necessary to carry on the business of the cor- poration, and immediately call a special meeting of the share- holders for the purpose of electing such new officer or officers as may be necessary to fill the aforesaid vacancy or vacancies for the unexpired term. All other vacancies may be filled by the remaining members of the Board. SEC. 2. The Board of Directors shall have the general manage- ment of the business of the corporation. They shall make an an- nual report at the annual meeting of the affairs of the corporation. SEC. 3. The President shall preside at all regular and special meetings of the corporation and of the Board of Directors. The Vice-President shall, in the absence of the President, perform all his duties. In the absence of the President and Vice-Presi- dent, the Board of Directors may elect a presiding officer pro tempore. The President shall, immediately after the annual meeting, nominate from the Board of Directors, subject to con- firmation separately by the Board, for a term of one year, two competent persons who shall constitute a Finance Committee, and the first named of whom shall be chairman. The duties of the Finance Committee shall be to examine the general expense bills of the corporation, and, if necessary, to assist the Secretary in receiving *the money paid at the regular monthly meetings, with such other duties as the President may designate. The President shall also, immediately after the annual meeting, nominate from the Board of Directors, subject to confirmation separately by the Board, for a term of one year, five com- petent persons who shall constitute a Security Committee, and the first named of whom shall be chairman. The duties of the Security Committee shall be to examine the real estate offered as security for loans, and to report in writing as to its value, and whether, in their opinion, the corporation can safely loan the amount applied for. The actual expenses of the Security Committee shall be borne by the corporation, provided that, in case of more than ordinary expenses, the borrower shall pay a portion thereof, if the Board of Directors grant the loan condi- tioned upon such partial payment of expenses. The personal examination by the Security Committee, of any parcel of real estate offered as security for loans, may be omitted by special vote of the Board of Directors. APPENDIX. 257 No member of the Security Committee shall make official report upon any property, offered as security for a loan, in which he has a personal interest. SEC. 4. The Secretary shall keep correct records of the meet- ings of the corporation and of the Board of Directors. He shall receive all moneys due the corporation, and pay the same promptly to the Treasurer. He shall be the corporation's book-keeper, and have charge of all books and papers necessary to the performance of his duties, and shall turn over to his successor in office all such books and papers within two weeks after the election of such successor. He shall notify the directors of all special meetings of the Board, and all shareholders of the regular and special meetings of the corporation. Notice of all regular and of every special meeting of the corporation shall be published by the Secretary not less than three times, one being a Saturday, in one or more daily newspapers published in Boston, the first publication thereof to be not less than one week previous to such meeting Such notice shall state the day, hour, place, and business of such meeting. He shall prepare the annual report for the Directors. He shall perform such other duties as the Board of Directors may determine. He shall receive such compensation for his services as the Board of Directors may determine, and shall be paid the same in monthly installments. He shall furnish se- curity satisfactory to the Board of Directors, for the faithful performance of his duties. In the absence of the Secretary from a monthly meeting, the President shall appoint a Secre- tary pro tempore. SEC. 5. The Treasurer shall receive from the Secretary all moneys paid to the corporation, and give his receipt therefor. He shall pay all drafts of the Secretary, when signed by the proper officers. He shall be the custodian of all deeds, mort- gages, mortgage-notes, policies of insurance, or other securities of the corporation, except his own bond, which shall be in the custody of the President. He shall keep a correct account of all moneys received and paid, and shall make a written report of the same at each monthly meeting of the Directors. His books shall at all times be open to the inspection of the Directors. 258 CO-OPERATIVE SAVINGS AND LOAN ASSOCIATIONS. He shall furnish security, satisfactory to the Board of Di- rectors, for the faithful performance of his duties. He shall receive such compensation for his services as the Board of Di- rectors may determine. Upon the expiration of his term of office, or in the event of his death, or his resignation, or removal from office, he, or his legal representatives, shall deliver to his successor all books, moneys, papers, and other property of the corporation. SEC. 6. The Board of Directors snail appoint an attorney, who shall examine all titles to property offered as security for loans, and shall prepare all papers of a legal nature required by the corporation. In case of loans, the member offering security therefor shall pay the attorney's fees, whether the security is accepted or rejected, subject to decision by the Board of Di- rectors in case of dispute as to the amount of the attorney's charges. AET1CLE V. REGULAR MEETINGS. The annual meeting of the shareholders shall be held on the first Friday in June, in each and every year, at half -past seven o'clock, p. M. Monthly meetings of the Board of Directors shall be held on the first Friday in each and every month, at half- past seven o'clock, p. M., for the purpose of transacting any busi- ness that may be necessary. If either of said Fridays shall be a legal holiday, or observed as such, the meeting may be held on such other evening of the same week as the Board of Directors may designate, provided that notice of the change shall be given at the next preceding monthly meeting. The shareholders shall meet on the first Friday in May, in each and every year, at half-past seven o'clock, p. M., for the purpose of making nominations for officers and Auditors for the ensuing fiscal year. In case of failure on the part of the share- holders to nominate a sufficient number to fill the various offices (including Auditors), it shall then become the duty of the Board of Directors to complete the list. The Secretary shall cause the list of nominees to be printed for use as ballots at the annual meeting, none being eligible except the nominees. All elections shall be by ballot, and no member shall be en- titled to vote at any election who has not been a member one APPENDIX. 259 month, nor shall the name of any person not a member be placed upon the list of nominees. At all elections a check list shall be used, and the polls shall be open from half-past seven o'clock, P. M., to nine o'clock, p. M., and be in charge of two or more members appointed by the presiding officer. No share- holder shall vote by proxy. ARTICLE VI. SPECIAL MEETINGS. A special meeting of the shareholders shall be called by the Secretary upon the written petition of ten shareholders, ad- dressed to the Board of Directors, setting forth the cause for such special meeting, provided that none of said ten members are in arrears on any account, and provided further, that each of them shall have been a shareholder one month, and provided, that at said special meeting, if called, no business shall be trans- acted except that for which the meeting was called as set forth in the petition. In the absence of the President and Vice-Presi- dent from such special meeting, the shareholders present may appoint a presiding officer pro tempore. Special meetings of the shareholders may be called by the President, or by the Board of Directors. AETICLE VII. QUORUM. Twenty-five shareholders, or a majority of the actual number of shareholders shall constitute a quorum in special or regular meetings of the corporation. Nine members or a majority of those actually in office, shall constitute a quorum of the Board of Directors, provided, that moneys may be received and loaned at the monthly meetings without a quorum of the Directors. ARTICLE VIII. AUDITORS. There shall be three Auditors elected annually at the annual meeting, to serve one year. Their duties shall be to examine and audit the books, accounts and vouchers of the Secretary and Treasurer, and certify as to the correctness of the same at or 260 CO-OPERATIVE SAVINGS AND LOAN ASSOCIATIONa before the annual meeting next following their election. They shall have power to make partial or special reports at any regu- lar monthly meeting. Vacancies occurring from any cause shall be filled for the unexpired term by the Board of Directors, No person shall serve as an Auditor and Director at the same time. The Directors shall appoint Auditors to serve until the first annual meeting. ARTICLE IX. SEAL. The corporate seal shall consist of the name and location of the corporation, and the date of its charter, the whole to be surrounded by an ornamental circular border. It shall be pro- duced by a single impression of an embossing press. It shall be in the custody of the Treasurer, and he shall see that it is affixed to all official papers that require it. ARTICLE X. FINES. In default of the monthly payment of dues, interest or premiums, the shareholder shall be subject to a fine of two cents per month upon each and every dollar, or fractional part thereof not less than fifty cents, in arrears. ARTICLE XI. TRANSFER FEES. One or more shares held in the name of one person in any one series of stock, may be transferred to another person upon payment of a fee of twenty-five cents for each transfer. ARTICLE XII. LC&NS ON REAL ESTATE. Each and every shareholder is entitled to a loan of two hundred dollars upon each share held by him unpledged, and not in arrears on any account. All money subject to loan shall be offered at competitive sale by the President or some person designated by him, at each regular monthly meeting of the Directors. All loans shall be in sums of fifty dollars or its mul- tiple and all interest and premiums shall be payable monthly in advance. Any person shall forfeit his right to a loan if, after APPENDIX. 2G1 successfully bidding for the money, he shall fail to furnish sat- isfactory security before the next succeeding monthly meeting, provided that the right to said loan may be continued while the interest and premium are actually paid in advance. ARTICLE XIII. SECURITY FOR REAL-ESTATE LOANS. No single parcel of real estate shall be taken as security for loans to two or more members. Two or more parcels of real estate may be taken as security from one borrower. All real estate taken as security for loans, must be located in the State of Massachusetts. No borrower shall pledge more than one series of shares for any one loan. ARTICLE XIV. LOANS ON SHARES. Loans on shares are made under the following statutory pro- vision : " The shares, without other security, may in the discre- tion of the directors be pledged as security for loans, to an amount not exceeding their value as adjusted at the last adjust- ment and valuation of shares before the time of the loan." ARTICLE XV. BIDS FOR LOANS. The bids for loans shall be in sums of five cents or its multi- ple, per share per month. No sum greater than $2,000 shall be taken upon one bid. No more than one loan shall be claimed upon one bid. ARTICLE XVI. INSURANCE. All buildings upon real estate taken as security for loans shall be insured against fire for the benefit of the corporation at the expense of the borrower. All policies shall be in the cus- tody of the Treasurer, and he shall see that no policy is suffered to lapse. ARTICLE XVII. WITHDRAWALS. Shares may be withdrawn upon one month's notice, when the shareholder's account shall be settled as follows: From the 262 CO-OPERATIVE SAVINGS AND LOAN ASSOCIATIONS. amount then standing to the credit of the shares to be with- drawn, there shall be deducted all fines, a proportionate part of any unadjusted loss, and one fourth of all the profits which have been placed to the credit of said shares, and he shall be paid the balance. A notice to withdraw shall become null and void if not acted upon within two months. ARTICLE XVIII. RETIRING OF SHARES. When in the discretion of the Board of Directors it is deemed expedient to retire the unpledged shares of any series, (as pro- vided by statute) notice of their intention to do so shall be sent by mail to each holder of such shares one month prior to the retirement, and such shareholders shall be notified by mail of the result of the drawing. ARTICLE XIX. LOST OR STOLEN PASS-BOOKS. In case a pass-book is lost or stolen, immediate information of the same must be given to the Secretary. As the officers of this corporation may be unable to identify every shareholder, the corporation will not be responsible for loss sustained, when the shareholder fails to notify the officers that his pass-book has been lost or stolen, if his shares shall be fraudulently with- drawn by another, provided, that in case of the alleged loss or theft of a pass-book, the Finance Committee may at their dis- cretion authorize the issue of a duplicate, or may authorize the payment of the shares without the pass-book if withdrawn in full, but may in either case require a bond to indemnify the cor- poration for any loss it may sustain on account of the lost or stolen pass-book. ARTICLE XX. PRICE OF SHARES. The price of the shares of this corporation shall be as fol- lows : On the date of issue, $1.00 ; on the second month, $2.02 ; on the third month, $3.06 ; on the fourth month, $4.12 ; on the fifth month, $5.20 ; on the sixth month, $6.30 ; provided that shares issued to qualify a borrower, the price shall be $1.00, $2.00, $3.00, $4.00, $5.00 and $6.00 respectively. APPENDIX. 263 ARTICLE XXI. DISCHARGES OF MORTGAGES. Any mortgage held by this corporation may be discharged by the Secretary or the Treasurer upon the receipt of the amount due thereon, provided that the discharge shall be ap- proved in writing by one Director. AETICLE XXII. AMENDMENTS. These by-laws may be amended by a two-thirds vote of the members present and voting at a regular or special meeting, provided, that the proposed amendments shall have been sub- mitted to the corporation in writing at a meeting held at least four weeks previous to action on the same. No. 3. The following are the articles of association or constitution of The People's Building and Loan Association of the town of Harrison in New Jersey. This is one of the most successful associations in that State. It was organized in 1873, and adopted the serial plan of issuing its stock in August, 1874. It is a model constitution for the scheme which it embodies. CONSTITUTION. ARTICLE I. TITLE AND OBJECT. This association shall be denominated " THE PEOPLE'S BUILD- ING AND LOAN ASSOCIATION OF THE TOWN OF HARRISON." Its object is to provide a means for the regular, safe and profitable investment of the savings of its members ; and, by these savings, to accumulate a fund for the purpose of making loans to stock- holders, whereby they may be enabled to build or provide for themselves dwelling-houses, or to purchase building-lots or other real property. 264: CO-OPERATIVE SAVINGS AND LOAN ASSOCIATIONS. AETICLE II. STOCKHOLDERS. SECTION 1. The members of this association shall be resi- dents of the United States. Minors may hold stock in this association by guardians. A parent procuring stock for a minor child may, during the minority of such child, represent him or her in all the rights of membership except that of holding office. When such child shall have attained the age of twenty-one years, he or she shall be dealt with as the absolute owner of the stock and be considered a member. SEC. 2. A payment by any stockholder, trustee, guardian or representative for a minor, of one or more installments of one dollar on a share of stock shall constitute such stockholder, trustee, guardian or representative for a minor, a member of this association, and as such shall be subject to all fines and penalties imposed by this constitution, and entitled to all the privileges of membership. SEC. 3. Each and every stockholder, trustee, guardian or representative for a minor, for each and every share of stock held by him or her in this association shall pay the sum of one dollar, as installments, on the third Tuesday of each and every month ; these payments shall be made to the Treasurer, or such other person or persons as shall from time to time by the laws or regulations of this association be authorized to receive the same, at such hour as provided for in this constitution, and at such place as the Board of Directors shall provide, the said pay- ments to continue until it shall be ascertained that the value of the whole stock of their respective series be sufficient to divide to each share of stock in such respective series the sum of two hundred dollars. The time for payments for each month shall terminate as soon as the Secretary shall have waited on all present and left the place of meeting. SEC. 4. In case any stockholder, trustee, guardian or repre- sentative for a minor shall neglect or refuse to pay his or her monthly dues, each and every such person so neglecting or re- fusing shall incur a monthly fine of five per cent, which shall be charged on all sums remaining unpaid. SEC. 5. In case any stockholder (not having taken a loan) shall neglect or refuse to pay his or her monthly installments APPENDIX. 265 or fines for the space of six months each and every stockholder so neglecting or refusing shall be tendered by the Treasurer the amount of installments actually paid by him or her, without any allowance for interest, first deducting all fines and forfeit- ures that may be charged against him or her, and from that time he or he shall cease to be a member of this association. Provided, that such action shall not be taken against a default- ing stockholder, unless he or she shall have been notified by the Secretary one month previously. SEC. 0. Any non-borrowing stockholder wishing to withdraw from this association may do so by giving a written notice to the Secretary five days prior to the meeting of the Board of Directors, which shall be held on the evening of the third Tues- day of each month, of such intention to withdraw, etc. During the first year of his or her respective series of stock, he or she shall be entitled to receive the actual amount of installments paid in, less any fines he or she may owe. After the expiration of the first year, he or she shall receive the actual amount of in- stallments paid in, less any fines he or she may owe, with inter- est at the rate of four per cent per annum ; after the expiration of the second year, five per cent per annum ; after the expira- tion of the third year, six per cent per annum ; after the expira- tion of the fourth year, such percentage for the average time of investment as shall be shown by the last annual report to be the net earnings of the association, less the following percentage of discount off said net earnings, according to the age of the re- spective series of stock, to wit : after the fourth year, thirty-five per cent ; after the fifth year, thirty per cent ; after the sixth year, twenty-five per cent ; after the seventh year, twenty per cent ; after the eighth year, fifteen per cent ; after the ninth year, ten per cent ; and after the tenth year, and until the re- spective series mature, five per cent. It is provided, however, that at any time not more than one half of the monthly receipts shall be appropriated to such redemption of stock without the consent of the Board of Directors. SEC. 7. Upon the death of a stockholder who has not re- ceived a loan or loans, his or her legal representatives shall be entitled to receive from this association the actual amount of installments paid in on his or her stock, less any fines he or she 18 266 CO-OPERATIVE SAVINGS AND LOAN ASSOCIATIONS. may owe, with interest added to the same, at rates in accord- ance with section six of this article ; then his or her interest in this association shall terminate, unless the legal representatives of such deceased shall continue the payments of installments on such stock for three months after his or her decease, thereby assuming the future payments on the stock. SEC. 8. When it shall be ascertained through the Auditors that the value of each share of stock in any series amounts to two hundred dollars, a meeting of the stockholders in such series shall be convened, at which time a division shall take place ; every stockholder of the matured series shall receive the sum of two hundred dollars for each share of stock held by him or her in such series, or his or her securities of that amount with the same fully satisfied and canceled off record, and then that series shall cease and determine. ARTICLE III. SERIES OF STOCK AND DISTRIBUTION OF EARNINGS. SECTION 1. A new series of stock may be commenced on and at the annual meeting of the association, held on the third Tuesday of September in every year ; provided the same be determined on by the Board of Directors at least one month prior to the an- nual meeting of the association, and public notice given thereof. SEC. 2. It shall be the duty of the Secretary to assist the Auditors in settling and adjusting the accounts of the associa- tion, and determining the value of the shares in each respective series prior to the annual meeting, or at any other time, as occa- sion may require ; and, in order that no series of stock may be given a greater percentage of the earnings of the association than is due thereto, they shall distribute the net earnings of the association and determine the value of the shares in accordance with the following rules : Each series' investment to be multi- plied by the average time invested, the results to be added to- gether for a sum of results, each result to be multiplied by the total net earnings of the association, the product divided by the sum of results, the quotient in each case showing each series' share of the net earnings. Divide each series' share of the net earnings by the number of shares in that series and the result will be the net gain per share. APPENDIX. 267 ARTICLE IV. CERTIFICATES OF STOCK. Each stockholder shall be entitled to a certificate of stock issued in the name of the association under the corporate seal thereof, signed by the President and attested by the Secretary ; which certificate may be transferred by assignment in person or by attorney in presence of the Secretary, and shall be recorded in the proper book kept by the Secretary for that purpose, and indorsed on the certificate, which shall be surrendered and a new one issued therefor to the party to whom transferred. It is provided, however, that no stock shall be transferred while any fines, installments, or other liens remain charged against the same, nor until the tranferree shall have assumed all the obliga- tions of the original stockholders. ARTICLE V. OFFICERS. The officers of this association shall be a President, Vice- President, Treasurer, Secretary, eleven Directors, and three Auditors, all of whom must be stockholders. ARTICLE VI. PRESIDENT. The President shall be elected by the stockholders at the annual meeting. It shall be his duty to preside at all meetings of this association, and of the Board of Directors, to preserve order therein, to sign all orders on the Treasurer for the pay- ment of money when ordered by the Board of Directors, and to perform all other duties usually appertaining to the office of President. It shall be his duty, when so ordered by the Board of Directors, to give releases and acquittances for all moneys which shall be paid to the association upon any bond, bill, note, mortgage, or other security, and, if necessary, acknowledge satis- faction of the same on record. ARTICLE VII. VICE-PRESIDENT. The Vice-President shall be elected by the stockholders at the annual meeting. It shall be his duty, in the absence of the 268 CO-OPERATIVE SAVINGS AND LOAN ASSOCIATIONS. President, to preside at all meetings of the stockholders and of the Board of Directors, and discharge all duties appertaining to the office of President. It shall be his duty, in the event of the death or resignation of the President, to perform all the duties of that office until the next succeeding annual meeting. It shall also be his duty to keep a book in which he shall record the names of all persons who pay money into the treas- ury, and the amount which each person paid. AKTICLE VIII. TREASURER. The Treasurer shall be elected by the Board of Directors. His duty shall be to receive all money paid into the association from all sources whatsoever ; to deposit the same to the account of the association in a regular bank of deposit designated by the Board of Directors, and to pay all orders drawn upon the Treas- urer by order of the Board of Directors, when signed by the President and attested by the Secretary, the said orders to be paid by checks drawn on the said bank, and the said checks to be signed by himself, together with the President and Secretary, with the seal of the association stamped thereon. It shall also be his duty to receive and hold in trust for the association all bonds, mortgages, and other securities on which money may be loaned by the association. He shall give bond with such secur- ity and for such sum as the Board of Directors may direct, for the faithful performance of his duties, and at the expiration of his office he shall deliver all money, bonds, mortgages, bills, notes, books, papers, and all other property belonging to the association in his possession, or under his control, to his suc- cessor in office. ARTICLE IX. SECRETARY. The Secretary shall be elected by the Board of Directors. It shall be his duty to keep accurate minutes of the proceedings of this association and of the Board of Directors, to record the same in books to be kept for that purpose. He shall keep accu- rate accounts with all the stockholders, and attest all orders drawn on the Treasurer for the payment of money when so ordered by the Board of Directors, and also keep all policies of APPENDIX. 269 insurance transferred to the association as collateral, and see that they are kept renewed. He shall (at the expense of the association) notify the stockholders of the annual meetings by public notice conspicuously placed and advertisement in a news- paper published in the town. He shall be prepared at all times to inform the stockholders of the state of the financial concerns of the association, and at the yearly meetings furnish a detailed statement of the finances. He shall receive such salary as the Board of Directors may direct. At the expiration of his term of office, he shall deliver all books, papers, and property belong- ing to the association in his possession to his successor in office. It shall be his duty at each regular meeting of the Board of Directors to present to said Board a list of all premiums on policies of insurance held as collateral security by this associa- tion, that may be coming due during the subsequent month, and it shall be the duty of the Board of Directors to order a draft issued on the Treasurer for a sum of money sufficient to pay such premiums, unless the same shall have been paid by the owners, or agents of such owners ; and the renewals of such policies as shall be so paid by the Secretary shall be his vouch- ers for the amount paid by him, and the balance, if any, he shall pay into the treasury of this association. ARTICLE X. DIRECTORS. SECTION 1. The Directors, together with the President and Vice- President, shall constitute the Board of Directors. The Directors shall be elected by the stockholders at the annual meeting of the association. Immediately after the first election they shall meet and divide themselves into three classes, and draw lots for one, two and three years. Those drawing one year shall have their places supplied at the next annual election ; those drawing two years, shall have their places supplied at the second annual election thereafter ; and those drawing three years, shall have their places supplied at the third annual election thereafter. At each succeeding election, Directors shall be chosen to supply the places of those whose terms expire. SEC. 2. The Board of Directors shall meet regularly on the third Tuesday in each and every month at such place as they, 270 CO-OPERATIVE SAVINGS AND LOAN ASSOCIATIONS. or a majority of them, shall appoint, to receive from the stock- holders their monthly installments, interest and fines, and pay the same into the treasury ; to loan out the funds and see to their safe investment, and to attend to the financial concerns of the association generally. But if there be no quorum present, then any three or more of the Directors in attendance shall be authorized to receive the aforesaid monthly installments, interest and fines, and offer the money for loan as specified in Article XIII, section one. The Board of Directors shall also meet on the evening of the second Monday following the regular meet- ing, for the purpose of transacting such other business of the association as may be necessary. SEC. 3. The time of the meetings of the Board of Directors from the first of May to the first of September, inclusive, in each and every year, shall be 8 o'clock, p. M., and during the other months of the year, 7.30 o'clock, p. M. SEC. 4 A quorum shall consist of not less than seven. The President or any Director being absent without sufficient excuse for three monthly meetings successively, his office as President or Director shall be declared vacant. The Board shall have power to fill all vacancies that may occur until the next annual meeting. In case of the absence of the President and Vice- President, the Directors shall have power to elect a President pro tempore. Officers of their own appointment may be removed by them at pleasure. SEC. 5. It shall be the duty of the Board of Directors to pur- chase at foreclosures any property mortgaged to the associa- tion, if such action shall be considered by them, or a majority of them, for the benefit of the association. AETICLE XI. AUDITORS. The Auditors shall be elected by the stockholders at the annual meeting of the association. Immediately after the first election they shall meet and draw lots for their terms of office^ viz., for one, two and three years, respectively. The one draw- ing for one year shall have his place supplied at the next annual election; the one drawing for two years shall have his place supplied at the second annual election ; and the one drawing for APPENDIX. 271 three years shall have his place supplied at the third annual election. At each succeeding annual election Auditors shall be chosen by the stockholders to supply the places of those whose terras expire, or of a vacancy in an unexpired term. Their duty shall be to settle and adjust the accounts of the association prior to the annual meeting, and to report to the stockholders with a faithful and ample exhibit of the financial affairs of the association, the state of the treasury and the value of the shares ; which exhibit they shall have printed at the ex- pense of the association. In the event of their neglect or refusal to furnish to the stockholders at their annual meeting a detailed exhibit of the finances, as hereinbefore provided, they shall be fined five dollars each. They shall have power at any time to inspect the accounts of the Treasurer and Secretary, and upon five days' due notice call a meeting of the stockholders. They shall have power to fill any vacancy that may occur in their number, until the next annual election ; but in the event of their inability to agree upon a choice, the vacancy shall be filled by the Board of Directors. They shall superintend all elections but theirs, (which shall be conducted by a committee from the Board of Directors). ARTICLE XII. SOLICITOR. The Board of Directors shall appoint a solicitor for the asso- ciation who shall examine all title deeds, and make the necessary searches for ascertaining the title to all property offered to this association as mortgage security, and give his written opinion thereon. He shall prepare all bonds, mortgages, agreements and all other writings to be taken or given by this association in the course of its business, and also transact all other law busi- ness of this Association whenever required by the Board of Directors, for which he shall receive a fair compensation. His charges for fees and disbursements in making searches, recording and proving papers, for preparing all mortgages and other written instruments, and for examining papers, titles and other matters, shall be borne by the party applying for the loan. 272 CO-OPERATIVE SAVINGS AND LOAN ASSOCIATIONS. He is required to give such security for the faithful perform- ance of his duties as the Board of Directors shall determine. In all disputes as to the amount of his charges, the same shall bo determined by the Board of Directors. AETICLE XIII. LOANS. SECTION 1. "Whenever and as often as the sum of two hundred dollars may be in the treasury, it shall be loaned out in open meeting, at auction, to the highest bidder ; providing, however, the said money shall not be sold at less than one per cent pre- mium. Every stockholder who is not in arrears with his or her monthly installments, interest and fines, shall be entitled to re- ceive a loan of two hundred dollars, less the premium bid by him or her, for each share of stock held by him or her in this association. SEC. 2. In addition to the premium bid for a loan (which must be paid or deducted from the amount of the loan at or before receiving the same), every stockholder shall be held as contracting to pay all taxes that may be assessed at any time upon said loan. SEC. 3. Whenever a stockholder shall be declared to be en- titled to a loan or loans, and before receiving the same, he or she shall secure the payment thereof to the association by a bond and mortgage for the full amount of the sum loaned, and for the payment of such fines as may be imposed for the failure of paying installments and interest when due, and by the deposit of the policy of fire insurance, and for every loan of two hundred dollars made to a stockholder at least one share of stock, of the series in which he or she shall borrow, shall be assigned as collateral security to said bond and mortgage. In case of failure to give satisfactory security for each loan within one month, the month's interest shall be charged to the borrower and the loan revert to the association. No money shall be loaned on any property already incumbered. Each stockholder shall be entitled to borrow to the full amount of his or her shares actually held by him or her at that time ; and in case there should not be a sufficient amount in the hands of the Treasurer, he or she will be entitled to the balance of their APPENDIX. 273 loans at the same rate from the first money that comes into the treasury. SEC. 4. It shall be the duty of the President to sell the money in the treasury, in the manner aforesaid in section one of this article, at a regular monthly meeting. Loans shall be granted to such stockholders as shall offer or bid the highest premiums therefor. SEC. 5. Each stockholder of this association on receiving a loan or loans therefrom, shall be entitled to a deduction on the premium bid, of one tenth for each and every full year that has expired since the series of stock in which he or she borrows was issued. SEC. 6. Stockholders taking loans from this association shall pay interest monthly to the Treasurer at the rate of one half of one per cent per month. Borrowers refusing or neglecting to pay the interest on their loans shall incur a monthly fine of five per cent for each monthly neglect on each loan of two hundred dollars by them held. If the interest is suffered to remain un- paid more than six months, the Board of Directors may compel payment of principal and interest by ordering proceedings on the bond and mortgage according to law. SEC. 7. Stockholders shall be entitled to borrow to the amount of their installments actually paid in, after the series in which they shall borrow shall have been issued at least one year, on their bond with interest for the same, and on transferring their stock to the association as security ; and in case any stock- holders borrowing upon their bond shall neglect or refuse to pay their installments, interest and fines for the space of six months, then the stock transferred to the association shall be forfeited. SEC. 8. No security for a loan or loans shall be deemed suffi- cient unless approved of by at least two thirds of the directors present at a meeting of the Board. SEC. 9. Any borrower who is not in arrears to the association may repay a loan at any time, and, in case of the repayment thereof before the expiration of the eighth year after the series in which his or her stock was issued, such borrowers shall be al- lowed the following credit, viz., the amount of installments actu- ally paid into the association on the respective series, and one 274: CO-OrERATIVE SAVINGS AND LOAN ASSOCIATIONS. eighth of the premium paid for said loan for every full year of the said eight years unexpired, together with whatever interest he or she may be entitled to receive, as provided in Article II, section six. Provided, that notice of such repayment shall be given in like manner as provided for stockholders withdrawing. SEC. 10. This association shall have power to insure all buildings upon which loans are made, and also to renew the same and collect the amount paid therefor, in the same manner and with like fines as installments and interest are collected un- less the mortgageors shall give policies thereon and keep the same renewed in good and responsible insurance companies. AKT1CLE XIV. REDEMPTION OF STOCK. In the event of the money in the treasury of the association not selling at or over one per cent premium, in accordance with Article XIII, section one, the Board of Directors shall retain the same in the treasury until the next regular monthly meet- ing, when it shall be applied to the redemption of stock in the oldest series and in the following manner : They shall authorize the Secretary to notify the stockholders in the said series of their intention of redeeming such number of shares as the money in the treasury will permit and of the time and place of meeting. At the meeting so held, the present value of the shares in said series shall be announced by the Secretary, whereupon the President shall proceed to receive from the stockholders pres- ent, by auction, bids of premium on the announced value of the stock ; and the stockholder bidding the highest premium shall be entitled to receive the announced value of his or her shares of stock redeemed, less the rate of premium bid. For each share of stock so redeemed, the stockholder selling the same shall sur- render to the association his or her certificate of stock. AETICLE XV. MEETINGS. Meetings of the stockholders shall be held on the third Tues- day in September in each and every year. Twenty members shall constitute a quorum. Special meetings shall be called by APPENDIX. 275 * the Secretary when requested by ten members, but the object of such meeting so called must be inserted in the notice. AETICLE XVI. ELECTIONS. The annual election for officers shall be held on the third Tuesday of September of every year, and one week's notice of the place, object and time of meeting shall be given by the Secre- tary as hereinbefore provided. Each member present at an election shall be entitled to one vote. No stockholder shall be eligible to office nor entitled to vote until he or she shall have been at least three months a member. AETICLE XVII. FINES. All officers neglecting to attend any annual meeting shall be fined one dollar each. The Treasurer (or deputy) for non-attendance at any month- ly meeting shall be fined fifty cents. The Secretary forfeits five dollars for neglecting to pay pre- miums on any insurance policy which is not paid by the owner. The Secretary, for neglecting to attend any meetings of the Board of Directors or of the stockholders, shall be fined one dol- lar. All fines shall be charged by the Secretary with the month- ly dues or deducted from the salary or compensation of such officers as receive any at the time of receiving the same. AETICLE XVIII. BY-LAWS. The Board of Directors may enact by-laws for their own gov- ernment not repugnant with this Constitution. AETICLE XIX. PLACE OF MEETING. The Board of Directors, or a majority, are to select a place of meeting for themselves and the association. AETICLE XX. This constitution shall not be altered or amended except at an annual or special meeting, of which due notice shall have 276 CO-OPERATIVE SAVINGS AND LOAN ASSOCIATIONS. been given, and by a vote of two thirds of the stockholders present. AETICLE XXI. SALARIES AND EXPENSES. The salaries and fees of officers of this association shall be fixed by the Board of Directors. All other expenses incurred for books, printing, etc., must be sanctioned by the Board of Directors. No. 4. NEW YORK. MORTGAGE. Form of Mortgage to be taken by an Association organized under the Act of 1887. This INDENTURE made this day of , in the year of our Lord one thousand eight hundred and , between , of the of , and State of , part of the first part, and " THE CO-OPERATIVE SAVINGS AND LOAN ASSOCIATION of the of , in the county of and State of New York, a corporation duly organized under the provisions of Chapter 556 of the laws of 1887 of the said State of New York, party of the second part, WITNESSETH that the said part. . of the first part, in consideration of the sum of dollars duly paid, the receipt whereof is hereby duly acknowledged, ha . . sold and by these presents do . . grant and convey to the said party of the second part, its successors and assigns, all that tract or parcel of land situate in the of county of , and State of New York [Here insert description of mortgaged premises.] This grant is intended as a security for the payment of the sum of dollars, together with interest thereon at the rate of six per cent per annum, in the manner and at the times pro- vided in and required by the by-laws of the said party of the second part and the said act under the provisions of which the said party of the second part is incorporated, special reference APPENDIX. 277 being had to such portions of said act and the said by-laws as re- late particularly to loans made to borrowers and the payment of such loans and the interest thereon and the payment of fines in case of defaulted payments thereby required, and the said provis- ions shall be deemed a part of this instrument as fully and com- pletely as though set forth at length herein, according to the conditions of a bond this day executed and delivered by the said to the said party of the second part ; and this conveyance shall be void if such payment be made as herein specified. But in case default shall be made in the payment of the principal sum hereby intended to be secured, or in the pay- ment of the interest thereon, or of any part of said principal or interest as above specified, it shall be lawful for the party of the second part, its successors or assigns, at any time thereafter, to sell the premises hereby granted, or any part thereof, in the manner prescribed by law, and retain the amount then due for principal, interest and fines, together with the costs and charges of making such sale, and the overplus, if any there be, shall be paid by the party making such sale, on demand, to the said , heirs or assigns. AND IT IS HEREBY FURTHER EXPRESSLY AGREED that should any default be made in the payment of said principal sum or the interest thereon, or any part of said principal and interest, as hereinbefore provided to be paid, and the same remain un- paid and in arrears for the time of six months, or should any tax or assessment levied or imposed upon the premises here- inbefore described, become due and payable and remain unpaid by the part., of the first part for the time of six months, then and from thenceforth, that is to say, after the lapse of the said six months, in either of the aforesaid events, the aforesaid principal sum or any and all sums then unpaid, with all arrear- ages of interest and fines thereon, shall, at the option of the said party of the second part, its successors or assigns, become and be due and payable immediately thereafter, although the period first above limited for the payment thereof may not then have expired, anything hereinbefore contained to the contrary thereof in any wise notwithstanding. AND IT IS FURTHER ALSO HEREBY EXPRESSLY AGREED by and between the parties to this instrument that the said part. . of 278 CO-OPERATIVE SAVINGS AND LOAN ASSOCIATIONS. the first part shall keep the buildings erected and to be erected upon the lands hereinbefore described insured against loss and damage by fire and pay the premiums therefor and assign the policy and certificate thereof to the said party of the second part as a collateral security hereto, and in default thereof it shall be lawful for the said party of the second part to effect such insurance, and the premium or premiums paid for secur- ing such insurance and continuing the same, shall be a lien on such mortgaged premises added to the amount secured by these presents, and payable on demand with interest at the rate of six per cent per annum. IN WITNESS WHEREOF, the part., of the first part ha.. hereunto set hand. . and seal. . the day and year first above written. Sealed and delivered in the presence of (L. S.) State of New York, ' -ss. County of ) On this day of , in the year of our Lord one thousand eight hundred and , before me, the subscriber, personally appeared to me known to be the same person. . described in and who exe- cuted the within instrument and and acknowledged that . .he. . executed the same. No. 5. NEW YORK. BOND. Form of a Bond when the Association is incorporated under the Act of 1887. KNOW ALL MEN BY THESE PRESENTS that 1, , of the ...... of , in the County of , and State of New York, am firmly held and bound unto THE CO-OPERA- TIVE SAVINGS AND LOAN ASSOCIATION of the of in the County of and State of New York, a corporation APPENDIX. 279 duly organized under the provisions of Chapter 556 of the laws of 1887 of the State of New York, in the sum of dollars, lawful money of the United States of America, to be paid to the said THE CO-OPERATIVE SAVINGS AND LOAN ASSOCIATION, its successors or assigns. For which payment, well and truly to be made, I hereby bind myself, my heirs, ex- ecutors, and administrators, jointly and severally, firmly by these presents. Sealed with my seal and dated this day of , one thousand eight hundred and THE CONDITION OF THE ABOVE OBLIGATION IS SUCH, that if the above bounden , his heirs, executors, or adminis- trators shall well and truly pay or cause to be paid unto the above-named THE CO-OPERATIVE SAVINGS AND LOAN ASSO- CIATION, its successors or assigns, the sum of dollars, together with interest thereon at the rate of six per cent per annum, in the manner and at the times provided in and re- quired by the by-laws of the said THE CO-OPERATIVE SAVINGS AND LOAN ASSOCIATION and the said act under the pro- visions of which the same is incorporated, special reference being had to such portions of each thereof as relate particularly to loans made to borrowers and the repayment of such loans and the interest thereon, and the payment of fines in case of defaulted payments thereby required, and the said provisions shall be deemed a part of this obligation as fully and com- pletely as though set forth at length herein, without fraud or delay, then the preceding obligation to be void, otherwise to remain in full force and virtue. AND IT is HEREBY EXPRESSLY AGREED that should any default be made in the payments upon said principal and interest or either of them or any part thereof, as hereinbefore agreed to be made, and the same shall remain unpaid and in arrears for the time of six months, (or should any tax or assessment levied or imposed upon the premises described in the mortgage accom- panying this bond, become due and payable, and remain unpaid by the obligor herein for the time of six months*), then and from * In the event the bond is secured in full by a pledge of stock, the clauses relating to taxes, assessments, and insurance will be omitted. An association, in the preparation of its blanks, should, as a matter of 280 CO-OPERATIVE SAVINGS AND LOAN ASSOCIATIONS. thenceforth, that is to say, after the lapse of said six months, the aforesaid principal sum or any and all sums thereof then remaining unpaid, with all arrearages of interest and fines there- on, shall, at the option of the said THE CO-OPERATIVE SAVINGS AND LOAN ASSOCIATION, its successors or assigns, become due and payable immediately thereafter, although the period first above specified for the payment thereof may not have expired, anything hereinbefore contained to the contrary notwithstanding. AND IT IS FURTHER HEREBY EXPRESSLY AGREED by and be- tween the parties to these presents that the said obligor shall keep the buildings erected and to be erected upon the lands de- scribed in the mortgage accompanying this bond insured against loss and damage by fire, in an amount and by insurers approved by the said obligee, its successors or assigns, and pay the pre- miums therefor, and assign the policy and certificate thereof to the said obligee as a collateral security hereto, and in default thereof it shall be lawful for the said obligee to effect such in- surance, and the premium or premiums paid for securing such insurance shall be added to the principal sum hereby secured to be paid, and shall be payable on demand with interest at the rate of six per cent per annum.* Sealed and delivered in the presence of (L. S.) State of New York, ) sg County of ) On this day of , in the year of our Lord one thousand eight hundred and , before me, the subscriber, personally appeared , to me known to be the same person described in and who executed the foregoing instrument, and duly acknowledged that . .he. . executed the same. convenience, have them printed in "both ways, one for a " stock loan " and one for a " mortgage loan." * Ibid. APPENDIX. 281 No. 6. NEW YORK. MORTGAGE. Form of Mortgage to be taken by an Association incorporated under the Act of 1851. This INDENTURE made this day of , in the year of our Lord one thousand eight hundred and , between of the of , county of , and State of , part . . of the- first part, and the association of the of , in the county of , and State of New York, party of the second part, WITNESSETH that the said par- t . . of the first part, in consideration of the sum of dollars duly paid, the receipt whereof is hereby acknowledged, ha. . sold and by these presents do. . grant and convey to the said party of the second part, its successors or assigns, all that tract or parcel of land situate in the of , county of , and State of New York, [Here insert description of mortgaged premises.] This grant is intended as a security for the payment of the sum of dollars, with interest thereon at the rate of six per cent per annum, in the manner and at the times provided in and required by the articles of association and by-laws of the party of the second part hereto, special reference being had to such portions of each thereof as relate particularly to loans made to borrowers, and the payment of such loans and interest thereon, and fines upon defaulted payments, to which said articles of association and by-laws reference is hereby made for the times and the manner of the payment of said sum, with in- terest thereon, and the same are hereby deemed to be a part of this instrument as fully and completely as though fully set forth at length herein, according to the condition of a bond this day executed and delivered by the said to the said party of the second part ; and this conveyance shall be void if payments be made as herein specified. But in case default be made in the payment of the principal 19 282 CO-OPERATIVE SAVINGS AND LOAN ASSOCIATIONS. sum hereby intended to be sccaired or in the payment of the interest thereon, or in any part of such principal or interest or fines upon defaulted payments as above provided, it shall be lawful for the party of the second part, its successors or assigns, at any time thereafter, to sell the said premises hereby granted, or any part thereof, in the manner prescribed by law, and out of the moneys arising from said sale to retain the amount then due for principal, interest, and fines, together with the costs and charges for making such sale, and the overplus, if any there be, shall be paid by the party making such sale, on de- mand, to the said , heirs, executors, and assigns. AND IT IS FURTHER HEREBY EXPRESSLY AGREED that should any default be made in the payment of said principal and in- terest, or of any part thereof, at any time when the same is made payable as hereinbefore provided, and the same shall remain unpaid and in arrears for the time of six months, or should any tax or assessment levied or imposed upon the premises herein- before described become due and payable and remain unpaid by the part. . of the first part for the time of six months, then and from thenceforth, that is to say, after the lapse of the said six months, the aforesaid principal sum or any and all sums then unpaid, with all arrearages of interest and fines thereon, shall, at the option of the said party of the second part, its suc- cessors or assigns, become and be due and payable immediately thereafter, although the period hereinbefore provided for the payment thereof may not then have expired, anything herein- before contained to the contrary thereof in any wise notwith- standing. [Here insert the clause relating to insurance as found in the preceding form of mortgage under the act of 1887. Also the attestation clause and acknowledgment as there found.] No. 7. NEW YORK. BOND. Form of Bond to be taken by an Association incorporated under the Act of 1851. KNOW ALL MEN BY THESE PRESENTS that I, , of the of , in the county of , and State APPENDIX. 283 of New York, am held and firmly bound unto THE ASSOCIATION OF THE of , in the county of , and State of New York, in the sum of dollars, lawful money of the United States, to be paid to the said association, or to its successors or assigns, for which payment well and truly to be made bind and heirs, executors or administrators, jointly and sever- ally, firmly by these presents. Sealed this day of ...... in the year of our Lord one thousand eight hundred and THE CONDITION OF THIS OBLIGATION IS SUCH THAT, if the above bounden , heirs, executors, or administrators, shall and do well and truly pay or cause to be paid unto the above-named association, its successors or assigns, the sum of dollars, with interest thereon at the rate of six per cent, per annum, in the manner and at the times provided in and required by the articles of association and by-laws of the obligee herein, special reference being had to such portions of each thereof as relate particularly to loans made to borrowers and the payment of such loans, principal, interest, and fines upon defaulted payments, and to which said articles of associa- tion and by-laws reference is hereby made for the times and conditions of the payment of said sum, with interest thereon, and fines in case of defaulted payments, and which portions of said articles of association and by-laws shall be deemed a part of this obligation as fully and completely as though stated at length herein, without fraud or delay, then the preceding ob- ligation to be void; otherwise to remain in full force and virtue. AND IT IS FURTHER HEREBY EXPRESSLY AGREED, that should any default be made in the payment of the said principal or interest or any part thereof as the same are hereinbefore pro- vided to be paid, and the same shall remain unpaid and in arrears for the time of six months (or should any tax or assess- ment be levied or imposed upon the premises described in the mortgage accompanying this bond, become due and payable, and remain unpaid by the obligor herein for the time of six months), then and from thenceforth, that is to say, after the lapse of the said six months in either of the preceding events, 284: CO-OPERATIVE SAVINGS AND LOAN ASSOCIATIONS. the aforesaid principal sum, or any and all sums then unpaid, with arrearages of interest and fines thereon, shall, at the option of the said association, its successors or assigns, become and be due and payable immediately thereafter, although the period first above provided for the payment thereof may not then have expired, anything hereinbefore contained to the con- trary notwithstanding.* No. 8. TREASURER'S BOND. KNOW ALL MEN BY THESE PRESENTS that WC, are held and firmly bound unto The Co-operative Savings and Loan Association of , in the county of , and State of , in the sum of thousand dollars, lawful money of the United States, to be paid to the said Co-operative Savings and Loan Association, its successor or assigns, for which payment well and truly to be made, we do hereby bind ourselves, our heirs, executors, and administrators jointly and severally, firmly by these presents. Sealed with our seals and dated the day of , 18... Whereas the above bounden has been duly elected Treasurer of The Co-operative Savings and Loan Asso- ciation, Now, THEREFORE, the condition of the above obligation is such, that if the said shall well, faithfully, and hon- estly in all things perform the duties of said office during his continuance in office, and shall, at the expiration of his said * In the event the bond is accompanied by a mortgage, add the clause found in the preceding form of "bond under the act of 1887, in reference to insurance ; and in the event the bond is not accompanied by a mortgage, omit from the foregoing form the clause relating to taxes and assessments. The suggestions in the notq to the preceding form for the bond under the act of 1887 are also applicable to the preparation of blanks under the act of 1851. For acknowledgment to this bond, see preceding forms. APPENDIX. 285 office, or whenever and as often as required, make and render unto said Co-operative Savings and Loan Association, or the Board of Directors thereof, a just and true account of all moneys, securities, property, and other things which shall come into his possession, custody, control, or charge as such officer, and shall pay and deliver over to his successor in office, or any other person duly authorized to receive the same, all sums of money, securities, property, and other things belonging to said Co-operative Savings and Loan Association, and in his possession, control, or charge as Treasurer, then this obliga- tion to be void, otherwise to remain in full force and effect. (L.S.) (L.S.) [The acknowledgment same as in form No. 5.] No. 9. ASSIGNMENT OF STOCK TO SECURE A LOAN. KNOW ALL MEN BY THESE PRESENTS that I, , of the of , in the county of , and State of , in consideration of a loan made to me by The Co-operative Savings and Loan Association of $ , have agreed to assign and transfer and do hereby assign and transfer unto the said association, its successors and assigns, all my right, title, and interest in and to shares of series No , also shares of series No , of the capital stock of the said asso- ciation now belonging to me and standing in my name, as a security, collateral to my bond this day given to said association for the payment of said loan and interest thereon at the time and times and in the manner therein mentioned. And I hereby authorize said association, in case I should make default in the payment of said loan and interest thereon or any part thereof as required by said bond, and shall so remain in default for six months, to cancel said shares of stock above described and apply the withdrawal value thereof at such time upon my said loan, and in the event any surplus remains after the full payment of said loan and interest thereon and fines, the same shall be paid 286 CO-OPERATIVE SAVINGS AND LOAN ASSOCIATIONS. to me, my executors, administrators, or assigns, and I hereby covenant and agree with said association to continue to pay dues upon said shares of stock until said loan shall be wholly paid. In witness whereof I have hereunto set my hand this day of ,18... [Acknowledgment same as in form No. 5.] No. 10. NOTICE OF REPAYMENT OF LOAN AND WITH- DRAWAL OF STOCK. To the Board of Directors of the Co-operative Savings and Loan Association. GENTLEMEN: Please take notice that I have repaid my loan of shares, less the withdrawal value of the following shares of stock which the association holds as security for the payment of said loan, viz., shares in series No and shares in series No I further also hereby give notice of my desire to withdraw said shares of stock and have the withdrawal value thereof ap- plied upon said loan, thereby completing the payment of the same; and for such purpose I hereby authorize you to direct that the order issued to pay such withdrawal value be made pay- able to the Treasurer of said association. I request that you duly authorize the proper officers to ex- ecute a discharge of my mortgage to the association. No. 11. WITHDRAWAL NOTICE. To the Board of Directors of the Co-operative Savings and Loan Association. GENTLEMEN : I hereby give notice of my desire to withdraw the following shares of stock owned by me and standing in my name on the books of your association, viz., shares, series ; shares, series APPENDIX. 287 I hereby direct that the order issued for such withdrawal value be made payable to the order of myself. Dated, 18... No. 12. STOCK PROXY. KNOW ALL MEN BY THESE PRESENTS that I, , a stockholder in The Co-operative Savings and Loan Asso- ciation, have appointed and do hereby appoint , my true and lawful attorney, with power of substitution and revo- cation for me and in my name to vote, as fully as 1 might do if personally present, at the annual (or special) meeting of the stockholders of said association, to be held on the day of ,18... Witness my hand this day of ....... 18. .. State of i County of . . \ ss ' On this day of ,18. ., before me, the subscriber, personally appeared , to me known to be the same per- son named in and who signed the foregoing proxy, and duly ac- knowledged that . . he . . executed the same. No. 13. DESCRIPTION OF SECURITIES OFFERED BY BOR- ROWER AND REPORT OF FINANCE COM- MITTEE THEREON. To the Board of Directors of the Co-operative Savings and Loan Association : GENTLEMEN : For the purpose of securing the repayment of the loan of shares, amounting to $ , which you have awarded to me, in addition to the usual bond required and as collateral thereto, I offer you the securities following : 1st., shares of series No of your association, now 288 CO-OPERATIVE SAVINGS AND LOAN ASSOCIATIONS- standing in my name and upon which such loan is made shares of series No , shares of series No ; 2d., a first mortgage on real estate known as No on Street. The lot is feet front and rear, and deep. There is situate on said lot a dwelling-house facing Street, having stories. The first story contains rooms finished ; the second story con- tains . . , . rooms . . . finished. . . There is also on the lot The buildings are in repair and insured as follows : Dwelling-house at $ ; barn at $ The premises are assessed for taxation at $ Dated ,18 The undersigned Finance Committee hereby report that they have personally examined the real estate described in the fore- going application and find such description substantially cor- rect, except We appraise the value thereof at $ and approve of the same for a loan of $ , provided the mortgage is accom- panied by an abstract of title approved by the attorney of the association and contains suitable provisions for insurance upon the buildings against loss by fire or lightning for the benefit of the association. Dated., .,188.. v Finance Com. APPENDIX. 289 No. 14. CERTIFICATE OF STOCK. Series No Issue of 18. .. THE CO-OPEEATIVE SAVINGS AND LOAN ASSOCIATION, ,N.Y. shares. No This is to certify that is entitled to shares, series No of the capital stock of The Co-opera- tive Savings and Loan Association, transferable only on the books of the said association in person or by attorney, in the presence of the President or Secretary, upon surrender of this certificate. Given under the seal of the association at , (US -> N.Y,. ..is.. ., President. ., Secretary. No. 15. FORM OF ASSIGNMENT OF SHARES OF STOCK. (to be printed on the back of the certificate). For value received I do hereby sell, assign, transfer, and set over unto all my right, title, and interest in and to shares, series No of the capital stock of The Savings and Loan Association, and I do hereby consti- tute and appoint my true and lawful attorney, irrev- ocable, for me and in my name and behalf to assign and trans- fer to the said shares of capital stock hereby sold and for that purpose to do all acts and execute all papers necessary to perfect such sale and transfer upon the books of said associa- tion. Witness my hand and seal this day of , 18. . . (L.S.) [Acknowledgment clause same as in form No. 5.] 290 CO-OPERATIVE SAVINGS AND LOAN ASSOCIATIONS. No. 16. SHAREHOLDER'S PASS-BOOK. 18... Dollars. Cents. March April.. May... June . . July August September October.. . November . . December , January , February The above is a convenient form for the pass-book. The front cover has written upon it the name of the shareholder. One page, as above given, covers a year of time, in an associa- tion, of monthly dues. The officer receipting for the money fills in the amount paid opposite the month and signs his name to the right. The book can be made up to cover any length of time desired. Between each leaf should be bound in a thin blotting-paper, so that the receipting officer can close the book at once on making the entries, as a matter of saving time. APPENDIX. 291 No. 17. ANNUAL REPORT. The annual Report of the Co-operative Savings and Loan Association from , 18. ., to , 18. . RECEIPTS. Cash at last report. . . Dues Interest.. Fines Entrance fees Transfer fees Premiums Loans repaid Dues paid in advance. Borrowed money Total. PEOFITS. Undivided profits at last report.. Interest Premiums Fines Entrance fees Transfer fees Profits on withdrawals Total. DISBURSEMENTS. Mortgage loans. Stock loans Stock withdrawn Matured stock Salary of secretary . . . Salary of treasurer. . . Rent Account-books Printing Paid borrowed money. Balance cash.. Total. LOSS. Salaries Rent Account-books Printing Incidental expenses . . Amount dividends de- clared Balance undivided profits. Total. ASSETS. Loans secured by first mortgage on real estate. Loans secured by pledge of stock of the association. . . Dues, interest, and fines in arrears Cash in the treasury Other personal property Total. . 292 CO-OPERATIVE SAVINGS AND LOAN ASSOCIATIONS. LIABILITIES. Capital stock, .... series, ____ shares at Dues and interest paid in advance Undivided profits Borrowed money Total STATISTICS. Total number of shares outstanding Total number of shareholders Greatest number of shares held by one shareholder. Total number of shares borrowed upon Total number of borrowers Largest loan NUMBER OF SHARES BORROWED UPON IN EACH SERIES. series series series series. shares . . . . shares . . . . shares . . . . shares. AMOUNT DUES PAID, AMOUNT OF PROFITS, HOLDING VALUE, AND WITHDRAWAL VALUE OF ONE SHARE IN EACH SERIES. Amount dues paid series series series Amount of profits Holding value Withdrawal value Dated ,18.. , Secretary. The undersigned, auditing committee of the stockholders, hereby report that they have carefully examined the books of the Secretary, and verified the entries therein, and find the fore- going report correct in all respects. Dated ,18.. C Auditing Committee. APPENDIX. 293 No. 18. SECRETARY'S MONTHLY REPORT. YEAR. Total shares out- stand- ing. Dues paid. Total shares bor- rowed upon. Inter- est paid. Fines paid. En- trance fees paid. Trans- fer fees paid. Pre- miums paid. Total re- ceipts ex- clusive of loans re- paid. Jan... Feb... March April.. Stock v ithdrawn. Loans repaid. Ex- penses paid. Remarks. Series No. No. of shares. Amount paid. Profits retained by asso- ciation. Series No. No. of shares. Amount NOTE. The lower part of the above form belongs on the right of the upper part. In preparing a blank for use it should be so placed, and the rulings across the page extended to in- clude a year. If the association has become the owner of real estate, and receives rents, a proper heading and ruling should be inserted to enter them. GENERAL INDEX. Accounts, complexity of, in gross plan, 86, 102. how to keep them, 179-208. importance of accurate, 179. Account-books, names of those ne- cessary, 181. See FORMS. Administrator, rights of, 164. Appraisers, 153, 288. suggestions for, 128. Articles of association, 139-178, 263. amendment of, 173. filing, 176, 177. how executed, 174. preamble to, 142. Associations, wrongly classified as building and loan, 94, 95. Attorney, his duties, 127, 152. how appointed, 147. Auditing committee, 154. Balance-sheet, form of, 197. Blank forms. See FORMS. Bonds of officers, 124, 150. Bonus, 77. Books of account, 181. how to keep them, 179-208. See FORMS. Borrower, advantages to, 105, 106. how premium affects, 27, 78, 106. manner of borrowing, 23, 158. manner of paying his loan, 1G2. Borrower, security required from, 25, 161. to what amount he may borrow, 22, 157. who may become a borrower, 23, 78, 157. Borrowing money, 215. Building associations, 8, 42. the first, 42. Building and loan associations, 7, 41-69, 70-95. which of the several schemes the best. 97-112. By-laws, 21, 130, 173. adoption of, 136, 216. framing of, 121. precedents for, 247, 254. Capital, accumulated savings, 17, 143. constantly changing, 17. represented by shares of stock, 16. Capital stock, how increased or diminished, 225. Certificate of incorporation. See FORMS. how made evidence, 226. Certificate of stock, 137, 145. form of assignment of. See FORMS. how assigned, 145. Committee, finance, 153. 296 CO-OPERATIVE SAVINGS AND LOAN ASSOCIATIONS. Committee, auditing, 154. Connecticut, building and loan as- sociations of, 52. Co-operation, a brief discussion of, 1-8. . Co-operative banks. See MASSA- CHUSETTS. Co-operative savings and loan as- ' sociations, 16. a generic name to include all as- sociations of this class, 8. benefits resulting from, 9-15. how to organize under New York act of 1887, 113-136. how to organize under New York act of 1851, 138-178. review of the development of the schemes upon which they are conducted, 70-95. serial plan, 72. their growth and spread in the United States, 41-^9. their safety discussed, 38-40. terminating plan, 71-72. the typical association described, 16-40. which scheme is the best? 97- 112. Directors, board of, who consti- tutes, 38. how elected, 39, 123. their duties, 38, 39. their meetings, 130, 155. Distribution of profits, closing of books to make, 191-197. how made, 27-34, 166, 191-199. when made, 18, 166. Dividends, borrower does not get back his premium in dividends upon his stock, 78, 108. how declared, 27-34, 191, 199. Division of labor, benefits resulting from, 4-6. discontent produced by, 5. indirect co-operation, 4. Dues cease when stock matures, 17, 145. Dues, fines in case payment of, de- faulted, 22, 135, 164. prompt payment of, desirable, 22, 135. what are dues, 17, 145. when paid, 21, 76, 98, 130, 145. who receives, 21, 77, 98. Entrance fee, defined, 21. proper sum for, 135 -145. Equality of benefits, 103. Exemptions, 217, 226. Finance committee, duties of, in passing upon securities, 127-130, 153. how appointed, 127, 153. how long to serve, 127, 153. receipt of dues by, 2, 21, 127, 153. Fines, amount of, 22, 135, 164, 235. why imposed, 22, 135, 164. Forced withdrawals, 37, 76. Forms, agreement to unite in for- mation of association, 114. affidavit to articles of association, 177. annual report, 291. assignment of stock, 289. assignment of stock to secure a loan, 285. bond accompanying mortgage, 278,282. books of account, main set of, cash-received book, 185. dues, interest, and fines book, 182. journal day-book, 188. ledger, 194. books of account, auxiliary set of, insurance-expiration book, 204. secretary's security register, 206. stock journal day-book, 200. stock ledger. Part I, 201. stock ledger, Part II, 202. stock trial-balance book, 244. treasurer's security register, 266. GENERAL INDEX. 297 Forms, by-laws, under Massachu- setts law, 251-203. by-laws, uuder New York act of 1887, 247-253. certificate attached to articles of association, 176. certificate by incorporators, 119. certificate by Secretary of State, 119. certificate of stock, 289. mortgage, New York, 276, 281. notice repayment of loan, 286. report of insurance committee, 288. secretary's monthly report, 293. shareholder's passbook, 290. stock proxy, 287. treasurer's bond, 284. withdrawal notice, 286. Gross plan of premiums explained, 80-87. Habits of saving, cultivation of, 9. Holding value, definition of, 19. Home, sweet home, 11. how to get one, 13, 14. Elinois, building and loan associa- tions of, 58-60. Incorporation, procedure in, 115- 120, 138-178. Installment plan of premiums ex- plained, 88-91. Interest, effect of premium upon, 27, 105-111. how paid, 25, 158. rate of, 25, 91, 158. Interest premium plan explained, 88-91. Iowa, building and loan associa- tions of, 64. Loans, forced collection of, 27, 163. how paid, 26, 162. how right to a loan is determined, 23, 59. limit of. 22, 157. Loans, mortgage loan defined, 25. safety of loans, 25, 97. security required for, 25, 161. stock loan defined, 25. to whom made, 22, 157. when made, 24, 158. who passes upon sufficiency of, 24, 153. Loss, liabilities of, discussed, 34-37. Maine, building associations of, 51. Married women as stockholders, 144. Maryland, building and loan asso- ciations of, 65, G6. Massachusetts, co-operative banks of, 49-51, 107. law of, 236. Matured share, 17, 75, 144. Meetings, directors 1 , 130, 155. stockholders 1 , 130, 154, 156. Michigan, building and loan asso- ciations of, 62. Minnesota, building and loan asso- ciations of, 62, 63. Minors, how stock is held for, 144. Missouri, building and loan associa- tions of, 64. Moneys i-eceived, how apportioned, 20, 171. Mortgages, foreclosure of, 27. forms for. See FORMS. payment of, 25, 26. Mutual Home and Savings Associa- tion, Dayton, Ohio, 57, 75. Name, choice of, 118. Net plan of premiums explained, 87,88. New Hampshire, building and loan associations of, 51. New Jersey, building and loan as- sociations of. 45-49. New York, building and loan asso- ciations of, 53. laws of, act of 1887, 209. laws of, act of ia r >l, 219. State league of, 56. New York premium plan explained, 93, 93. 298 CO-OPERATIVE SAVINGS AND LOAN ASSOCIATIONS. Officers, compensation of, 122, 172. duties of, 124-130, 148-154. election of, 147, 175. names of, 122, 147. suspension and removal of, 148. terms of, 122, 147. vacancies in, how filled, 147. Ohio, building and loan associations of, 56-58. laws of, 244. Orders, how drawn on treasurer, 124, 149. Organization, first step in, 113, 140. Oxford Provident Building Asso- ciation, 42. Pacific coast, building and loan as- sociations of the, 67. Pass-books, directions how to make, 290. form of, 290. who receipts for money in pass- book, 21, 39. Pennsylvania, brief history of asso- ciations in, 42-45. first association at Philadelphia, 42. laws of, 229-236. Premium, a bonus, 77. gross plan of, 79, 80-87, 159. high premiums work injustice be- tween borrower and non-bor- rower, 106-108. installment plan of, 79, 88-91, 159. interest premium plan, 79, 159. manner of bidding, 23. net plan of, 79. New York premium plan, 23, 79, 101. no premium necessary except for one purpose, 79. 41 unearned " and " earned " pre- miums, 85. what is a, 77, 210. which scheme of premiums the best, 110. President, duties of, 124, 126, 148. Profits, "apparent profits" and " actual profits," 85. carried over undivided, 34. distribution of, how made, 27-34, 166, 191-199. dividend from, 34. from what sources derived, 27, 104. guarantee fund, to secure uni- form dividends from, 34. large profits indicate that free shareholders are fleecing the borrowing shareholder, 78. when to be distributed, 18, 34, 166. Proxy, form of, to vote at meetings, 287. Real estate, when it may be pur- chased, 27, 164. Rebates in gross plan, explained, 82-87, 234. Reports, annual, to bank depart- ment, 217, 226. by secretary, 125, 151. by finance committee. See FORMS. form of annual. See FORMS. penalty for failing to make, 218, 229. Rhode Island, building and loan as- sociations of, 51. Savings, cultivating the habit of saving, 9. means to encourage the accumu- lation of, 9. Secretary, duties of, 125-127, 150. election of, 147. reports by, 125, 151. Security register, 206, 207. Serial plan, advantages of, 72, 73. Series, stock issued in, 18, 135. Simplicity of scheme desirable, 100-103. Southern States, building and loan associations of the, 66, 67. Stock, each share of the same value in the same series, 1 8. holding value of, 19, 199. how issued and paid for, 17, 70, 71. GENERAL INDEX. 299 Stock, limit of shares to a single stockholder, 21, 1-iG. pledged or borrowed share, 21, 146. transfer of stock, 145. See FORMS. unpledged or free shares, 21, 146. withdrawal of, 19, 30, 181. withdrawing value of, 19, 131. Stockholder, his right to become a borrower, 22. how to become a, 17, 144. limit to shares he can hold, 21, 146. who may become a, 144. Stock loan, defined, 25. Terminating plan, 72, 74. The Chemung Valley Mutual Loan Association, 107, 180. The Homestead Loan Association, 54, 75. The People's Building and Loan As- sociation, 263. Transfer fee, 21. Treasurer, bond of, 124, 149. duties of, 121, 149. election of, 147. receipts given by, 21, 22, 149. Undivided profits, 34, 198. "Unearned premium," explained, 85. Vacancies, how filled, 124. Vermont, building and loan asso- ciations of, 51. Vice-president, duties of, 149. Visitation by bank superintendent, 218. Voting, manner of, 39, 112, 148. Withdrawals, discussion concern- ing, 131-134. encouraged, when, 73. how made, 168. Withdrawing value, definition of, 19, 131. Wisconsin, building and loan asso- ciations of, 60, 61. THE END. BOOKS FOR EVERY HOUSEHOLD. Cooley's Cyclopaedia of Practical Receipts, And Collateral Information in the Arts, Manufactures, Professions, and Trades, including Medicine, Pharmacy, and Domestic Economy. Designed as a Comprehensive Supplement to the Pharmacopoeia, and General Book of Reference for the Manufacturer, Tradesman, Amateur, and Heads of Families. Sixth edition. Revised and partly rewritten by RICHARD V. TUSON, Professor of Chemistry and Toxicology in the Royal Veterinary College. Complete in two volumes, 8vo, 1,796 pages. With Illustrations. Price, $9.00. " The great characteristic of this work if its' general usefulness. In covering such diverse subject*, the very be:t and most recent research seems to have been sought for, and the work is remarkable for intelligent industry. This very complete work can, then, be highly recommended as fulfilling to the letter what it purports to be a cyclopaedia of practical receipts." New York Times. 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DUE AS STAMPED BELOW c ? 7S -cc ~. 33 t-Z ^o __^2S ac * rn *^ * r~ ' n CD '. ". MAY I 2000 UNIVERSITY OF CALIFORNIA, BERKELEY FORM NO. DD6 7 60m, 1/83 BERKELEY, CA 94720 vn i o i / I B I O I -r , J75