« PreviousContinue »
To furnish special reports.
ure to report, etc.
city, village or county where such company is located, and proof of publication shall be furnished to said commissioner. Such commissioner shall also have the power to call for special reports from any company or companies whenever, in his judgment, the same are necessary to inform
him fully of the condition of such companies. In addition To report divi to the reports required above each company shall report to dends, etc.
the commissioner within ten days after declaring any dividend, the amount of such dividend, the amount carried to surplus fund, and the amount of net earnings in excess thereof; such report to be verified by the oath or affirmation
of one of the executive officers on the company. Penalty for fail. Sec. 16. Every such company failing to make and trans
mit to the commissioner any of the reports required by this act shall be subject to a penalty of one hundred dollars for each day after the time mentioned above for making such reports. Whenever any company delays or refuses to pay the penalty herein imposed for a failure to make and transmit a report, the commissioner is hereby authorized to maintain an action in the name of his office against the
delinquent company for the recovery of such penalty. Subject to inspec- SEC. 17. Every such company existing or hereafter incor
porated under the laws of this State, shall be subject to the inspection and supervision of the said commissioner of the banking department.
SEC. 18. It shall be the duty of the commissioner of
the banking department, and he shall have power for himetc.
self, his deputy, or any examiner he may appoint for that purpose, to examine once in each year, the cash, bills, collaterals, or securities, books of account, condition and affairs of each company organized under this law, and also when requested by the board of directors of any such corporation. For that purpose he may examine on oath any of the officers, agents, clerks, customers or creditors of such cor
poration, touching the affairs and business of such corporaFalso swearing tion. Any willful false swearing in any examination shall
be deemed perjury. He shall also ascertain whether each company transacts its business at the place designated in the articles of incorporation, and whether its business is conducted in the manner prescribed by law.
SEC. 19. For each annual examination the company examined shall pay into the State treasury for the credit of the general fund, one one-hundredth part of one per cent of the gross amounts of the assets of said
Provided, That the examination fee of any company shall not be less than ten dollars. The expenses incurred and services performed especially for any company shall be paid for by such company. If such charges or the annual fee are not paid after due notice the commissioner shall maintain an action in his name of office against the delinquent company for the recovery of such charge or annual fee, with interest thereon, and the sum so collected shall be paid into the
Duty of bank commissioner,
Fee for examination, etc.
from being ex
be kept secret,
to allow examination, etc.
ment of capital,
State treasury. No person shall be appointed to examine Who debarred any such company in which he is interested as a stockholder, aminer. officer, employé, or otherwise. The commissioner of the Certain facts to banking department, his deputy, every clerk in his employ-beck ment and examiner, shall be bound by oath to keep secret all facts and information obtained in the course of such examinations, except in so far as the public duty of such officer requires him to report upon or take official action regarding the affairs of such company. No such company shall be subject to any visitation other than such as is required by this act, or otherwise authorized by law.
SEC. 20. Whenever any officer of any such corporation In case of refusal shall refuse to submit the books, papers and concerns of such corporation to the inspection of the commissioner, deputy or examiner appointed as aforesaid, or refuses to be examined on oath touching the affairs of the company, the commissioner shall, with the concurrence of the Attorney General, institute proceedings for the appointment of a receiver of such company to wind up its business.
SEC. 21. Whenever it shall appear from the report of In case of impair. any such corporation, or the commissioner shall have reason otet to believe that the capital of any company is impaired or reduced below the amount required by law, it shall be the duty of the commissioner and he shall have power to examine said company and ascertain the facts, and in case he finds such impairment or reduction of capital to require such company to make good the deficiency so appearing or found to exist. If any company shall refuse or fail for ninety days after written requisition to make good the deficiency so appearing or found to exist it shall be the duty of the commissioner with the concurrence of the Attorney General to institute proceedings for the appointment of a receiver of such company to wind up its business.
SEC. 22. Whenever the commissioner shall deem expedi- Meeting of stockent he may call a meeting of the stockholders of any such called, etc. corporation by giving them personal notice of such meeting for not more than twenty nor less than fifteen days previous thereto, and in case a majority of the stockholders cannot
, be reached by personal notice, then by publishing such notice at least once in each week for four successive weeks previous to the meeting, in a newspaper published in the city, village or county where the company is located, and if no newspaper is published there, then in a newspaper published at at the nearest county seat.
SEC. 23. A book shall be provided and kept by every Record of stocksuch corporation in which shall be entered the name and holders, etc. residence of the stockholders in the company, the number of shares held by each, the time when each person became such stockholder, also all transfers of stock, stating the time when made, the number of shares, and by whom transferred. The said book shall at all times during the usual hours of Open to inspoctransacting business be subject to the inspection of directors,
holders may be
lect to book, etc.
Certain transfers declared null, etc.
Where proceedings to enjoin commissioner shall be had.
officers, stockholders and creditors of the company. A neglect Penalty for nes- to provide and keep such book ready for examination, as both ekeep such herein provided, shall subject the officers of the company
whose duty it is to provide and keep the same, to a penalty of one hundred dollars for every day's neglect, and a refusal by such officer to exhibit such book to any person rightfully demanding inspection thereof, shall subject him to a penalty of fifty dollars; the said penalty may be sued for and recovered with costs by any person who shall prosecute for the same in the name of the people of the State. In all actions, suits and proceedings under this act, the said book shall be presumptive evidence of the facts therein stated.
SEC. 24. All transfers of notes, bonds, bills of exchange, or other evidences of debt owing to any such corporation, or of deposit to its credit, all assignments of mortgages, or other security on real estate, or judgments, or decrees in its favor, or deposits of money, bills or other valuable things for its use, or for the use of its stockholders or creditors, all payments of money, either after the commission of an act of insolvency, or in contemplation thereof, with a view to prevent application of its assets in the manner prescribed in this act, or with a view to the preference of one creditor over another, shall be held to be null and void. SEC. 25. All proceedings by any such corporation to
. enjoin the commissioner in the discharge of his duties under the provisions of this act shall be had in the county where said company is located, or before the Supreme Court of this State.
SEC. 26. Copies of all records and papers in the office of be evidence, etc. the commissioner of the banking department certified by
him, and authenticated by the seal of his office, shall be evidence in all cases equally, and with like effect, as the original.
SEC. 27. Any such corporation organized under this act may go into liquidation and its affairs be wound up by a vote of its stockholders owning two-thirds of its capital. Whenever a vote is taken to go into liquidation it shall be the duty of the board of directors to cause notice of this fact to be certified under the seal of the company by its president, secretary or treasurer to the commissioner of the banking department, and publication thereof, notifying creditors to present their claims against the company for payment, shall be made once in each week for eight successive weeks in a newspaper published in the city, village or county in which the company is located, or if no newspaper is there published, then in a newspaper published at
the nearest county seat. When assets, etc..
SEC. 28. Any such corporation which is in good faith
winding up its business for the purpose of consolidating ferred.
with some other like corporation may transfer its assets and liabilities to the company with which it is in process of consolidation; but no such consolidation of corporations shall
Certain copies to
How liquidation effected.
may be trans
be made without the consent of the commissioner of the banking department, and not then to defeat or defraud any of the creditors in the collection of their claims against said companies or either of them.
SEC. 29. On becoming satisfied that any such corpora- When receiver tion has refused to pay its obligations in accordance with for, etc, the terms on which such obligations were contracted, or that any company has become insolvent, or that its capital has become impaired, or that any such corporation has violated the provisions of this act, or for any cause hereinbefore or hereinafter stated, the commissioner of the banking department shall forthwith, with the approval of the Attorney General, apply to a court of record of competent jurisdiction for the appointment of a receiver for such company, who, under the direction of such court, shall take Duty of receiver, possession of the books, records, and assets of every description, of such company, collect all debts, dues and claims belonging to it, sell or compound all bad or doubtful debts, and sell all the real and personal property of such company on such terms as the court shall direct, and shall, if necessary to pay the debts of such company, enforce all individual liabilities of the stockholders. Such receiver shall pay over all money so collected or received to the State treasurer, and also make report to the commissioner of all his acts and proceedings. SEC. 30. The commissioner shall, upon the appointment Notice of appoint
ment of receiver. of a receiver as above provided, cause notice to be given by advertising in such newspapers as he may direct once in each week for twelve successive weeks, calling on such persons who may have claims against such company to present the same to said receiver and make legal proof thereof. Sec. 31. From time to time, under the direction of the Receiver to make
dividends, etc. commissioner of the banking department, the receiver shall make ratable dividends of the moneys realized or collected by him on all such claims as may have been proved to his satisfaction or adjudicated in a court of competent jurisdiction, and the remainder of the proceeds, if any, after the costs and expenses of such proceeding and all debts and obligations of the company are satisfied, shall be paid over to the stockholders of such company or their legal representatives in proportion to the stock by them respectively held.
Sec. 32. Every president, director, secretary, treasurer or Embezzlement other officer, teller, clerk or agent of any such corporation, etc.
of money, funds, who embezzles, abstracts or willfully misapplies any of the moneys, funds, credits or property of the company, whether owned by it or held in trust, or who, without authority of the proper officers, issues or puts forth any certificate, draws any order, makes any acceptance, assigns any note, bond, draft, bill of exchange, mortgage, judgment or decree, or who makes any false entry in any book, report or statement of the company with intent in either case to injure or defraud
What corporations subject to
the corporation, or any company, corporation or person, or to deceive any officer of the company, or any agent appointed to examine the affairs of such company; and any person who, with like intent, aids or abets any officer, clerk or agent in violation of this section, or who shall issue or cause to be issued or put in circulation any bill, note, or
other evidence of debt, to circulate as money, upon convicPenalty. tion thereof, shall be imprisoned in the State Prison or in
the State House of Correction and Reformatory at Ionia
not to exceed twenty years. What constitutes Sec. 33. Every officer or employé of any such corporaperjury.
tion required by this act to take any oath or affirmation, who shall willfully swear or affirm falsely, shall be deemed guilty of perjury, and upon conviction thereof shall be pun. ished as provided by the laws of this State in case of perjury.
SEC. 34. The provisions of this act shall apply to and this act. govern all corporations now existing and organized under
act number fifty-eight of the session laws of eighteen hundred and seventy-one and amendments thereto, except that any such corporations may continue to do business with the
amount of capital provided in said last named act, and all To file certificate, such corporations shall, on or before the first day of January
next following the time when this act becomes operative, file with the commissioner of the banking department a certificate, executed by the president and secretary of each company, in substantial conformity to the requirements of the original articles of incorporation provided for in section
three of this act. Acts repealed. SEC. 35. Act number fifty-eight of the session laws of
eighteen hundred and seventy-one, approved March twentyninth, eighteen hundred and seventy-one, entitied "An act to provide for the incorporation of trust, deposit and security companies, being chapter eighty-eight of Howell's annotated statūtes,” also act number one hundred and twenty-three of the session laws of eighteen hundred and eighty-three,
approved May twenty-fifth, eighteen hundred and eightythree, entitled “An act to amend section nine of act fiftyeight of the session laws of eighteen hundred and seventyone, approved March twenty-ninth, eighteen hundred and seventy-one, being compiler's section two thousand two hundred and ninety, relative to the corporate rights of trusts, deposit and security companies,” are hereby repealed.
This act is ordered to take immediate effect.