remaining unimpared for the purpose of buying and selling exchange.

meeting.

(2263.) SEC. 7. The stockholders who shall have signed the said Call of first certificate, and filed and recorded the same as specified in this act, may call the first meeting of the same, and choose a board of trust- Choice of trustees, consisting of not less than three nor more than ten persons, who shall hold their offices until their successors are chosen at the Term of office. first regular annual meeting, to be held as hereinafter provided.

ees.

ings.

ees.

(2264.) SEC. 8. It shall be the duty of every association formed Annual meetunder this act to hold an annual meeting on some day in the month of January, in each and every year, at which time they may choose Choice of trusta board of trustees, make by-laws, and transact any other business By-laws. not inconsistent with the provisions of this act; and the trustees so to be chosen shall hold their office for the period of one year and until their successors shall have been elected and qualified.

choose officers.

(2265.) SEC. 9. A majority of the trustees of any such associa- Trustees to tion may choose a president, vice president, and treasurer, and any other officers authorized by their by-laws: Provided, No such Proviso. president or vice president shall receive any pecuniary consideration for his services as such, nor shall any trustee be paid for his services as trustee, nor shall loans of money be made to the officers or trustees of such association from its funds.

examine books,

summary of the

(2266.) SEC. 10. Such trustees, or a majority of them, shall at Trustees shall least once in each month make a careful examination of the books, etc., and record's securities, and funds of every such association, and shall in writing examination. give a summary of the same in a book to be kept for that purpose, Book open for which shall be open to the inspection of all the stockholders and depositors.

inspection.

use same, and

(2267.) SEC. 11. Every association formed under this act may Seal; who to provide for its use in its business a common seal, alter or change sign, etc., papers the same at pleasure; may authorize its president, treasurer, or any other officer to use the same, and to sign, execute, and deliver all necessary papers, whether under seal or not, pertaining to the proper transaction of the business of said association.

etc.

(2268.) SEC. 12. Every such association so organized, shall have Powers to sue, power to sue and be sued, plead and be impleaded, answer and be answered, in all suits arising from or growing out of its business, under and by virtue of this act, in all courts of competent jurisdiction.

torney General

(2269.) SEC. 13. The board of trustees of every such association Report to Atshall exhibit to the Attorney General of the State, for the time in January. being, during the month of January, in each and every year, a

report of the condition of such association at the close of the year Contents of re- immediately preceding. Such report shall state the number of

port.

Attorney General to present

report to Legis

lature.

Power of At

torney General to close up

affairs of association.

Concerning dividends to stockholders, etc.

Treasurer shall give bonds.

In case of default, etc.

Association may accept and execute all trusts committed.

depositors, the amount of deposits, the aggregate of loans, and amount upon each class of securities, the names and residence of their trustees and officers for the time being, and any other matters affecting the safety of their deposits or the interest of their creditors.

(2270.) SEC. 14. The Attorney General of the State shall present all such reports received by him to the Legislature in regular session, at his earliest opportunity; and whenever, upon knowledge, information, or belief, derived from said reports, or from any other source, he shall deem it necessary for the interests of the creditors of any such association, or that its business is being conducted in a manner inconsistent with the provisions of this act or any of the laws of this State, he shall have full power, and it is hereby made his duty, to proceed to close up the affairs of such association, in any court of competent jurisdiction, and according to the laws in such case made and provided.

(2271.) SEC. 15. No association organized under this act shall divide among its stockholders more than its actual profits, over and above all losses, at the time of making any dividend, nor shall it divide, as aforesaid, more than ten per cent on the full amount of capital stock in any one year, during the existence of the association, and until all its creditors are fully paid.

(2272.) SEC. 16. The treasurer of every such association shall give good and sufficient bonds, in the penal sum of not less than ten thousand dollars, to the trustees, for the faithful performance of the duties devolving upon him; and in case of his defalcation said treasurer shall be deemed personally guilty of a misdemeanor, and on conviction thereof, shall be liable to imprisonment not exceeding two years in the State Prison.

(2273.) SEc. 17. It shall be lawful for any such savings association to accept and execute all trusts, whether fiduciary or otherwise, as shall or may be committed to said association by any person or persons, or by the order or direction of any court or tribunal, or other legally constituted authority of the State of Michigan, and to make such special regulations in reference to trusts, funds, deposits, tions in reference or savings left for accumulation, or safe keeping, as shall best aid aid the interest the said depositors or parties interested by accumulating or increasLimits to inter- ing the same, allowing and receiving such interest therefor as may be agreed upon, not exceeding seven per cent.

May make special regula

to trusts, etc., to

of parties.

est received or paid.

ject to orders, committing

(2274.) SEC. 18. Every such savings association, in respect to such Association subtrusts or funds as shall be committed to it by any court or tribu- etc., of court, nal of this State, under the provisions of this act, shall be subject trusts, etc., to it. to all such orders and decrees as said court shall make and pass in respect thereto, and to the investment thereof and the security therefor, and shall be liable to account at such time or times, and in such way and manner, as said court or tribunal shall order, for the principal and interest of such trusts or funds.

posits by minors

(2275.) SEC. 19. Whenever a deposit shall be made with any such Concerning deassociation, by or in the name of any minor, the treasurer may, if directed by the trustees of such association, pay the same to such. minor or the person making such deposit, and the same shall be a valid payment.

(2276.) SEc. 20. The real estate which it shall be lawful for any What real estato such association to purchase, hold, and convey shall be

First. Such as may be requisite for its accommodation for the convenient transaction of its business;

Second. Such as shall have been mortgaged to it in good faith, for money loaned in pursuance of the provisions of this act;

Third. Such as shall have been purchased at sales upon judgments or decrees, obtained or rendered for money so loaned; and no such association shall purchase, hold, or convey real estate in any other case or for any other purpose. And all such real estate as is described in the second and third subdivisions of this section, shall be sold by such association within five years after the same shall be vested in it by purchase or otherwise; and no such association shall, directly or indirectly, deal or trade in buying or selling any goods, wares, or merchandise whatever, except in the cases where it is authorized to do so by the terms of this act, and also, except such personal property as may be requisite for the accommodation and convenient transaction of its business.

SEC. 21. This act shall take immediate effect.

association may hold.

(2277.) SEC. 22. Any association organized under this act is Increase of hereby authorized and empowered to increase the capital stock of capital stock. said bank, from time to time, to an amount not exceeding two hundred thousand dollars.1

made.

(2278.) SEC. 23. Such increase shall only be made upon a vote How and when of two-thirds of the capital stock at the annual meeting, or at a special meeting of the stockholders called for that purpose, in which case written notice thereof shall be given at least ten days previous to said meeting, or by an advertisement in the newspapers

1 As added by Act 183 of the Laws of 1971, p. 307, approved April 17, 1871.

Certificate of increase.

Individual liability of stockhold. ers, etc.

Preferred credit

ors.

published in the county where the association is located, specifying the time, place, and object of such meeting.'

(2279.) SEC. 24. Whenever any such increase shall be made, the board of trustees shall certify thereto, under their hands, and acknowledge the same before some officer authorized to take the acknowledgment of deeds, and shall cause a copy thereof to be filed with the Secretary of State and with the clerk of the county in which the association is located, who shall attach the same to the articles of incorporation now on file in their respective offices.' (2280.) SEc. 25. The officers and stockholders of every corporation or association formed under this act shall be individually liable for all debts contracted to the savings depositors thereof during the term of their being officers or stockholders of such corporation or association, equally and ratably, to the extent of their respective shares of stock in any such corporation or association.1

(2281.) SEC. 26. In case of the insolvency of any savings association formed under the provisions of this act, the savings depositors thereof are hereby declared preferred creditors.'

Seven persons may form a company.

An Act to provide for the incorporation of trust, deposit, and security companies.

[Approved March 29, 1871. Laws of 1871, p. 70.]

(2282.) SECTION 1. The People of the State of Michigan enact, That any number of persons, not less than seven, may associate together to form an incorporated company for the purpose of carrying on a trust, deposit, and security business under the provisions of this act, and with the powers herein conferred.

1 Vide note to section 22 of this act.

sharos.

ganize, etc.

(2283.) SEC. 2. The amount of the capital stock in any such Capital stock. corporation shall be fixed and limited by the associates in their articles of association, and shall not be less than fifty thousand dollars nor more than two hundred and fifty thousand dollars, and Amount of shall be divided into shares of one hundred dollars each. When When may or thirty thousand dollars of stock shall have been subscribed for, and that amount actually paid in, in cash, any association may organize and proceed to business under this act. The capital stock How capital of any corporation organized under this act may be increased by a increased. vote of two-thirds of the stockholders present or represented at any meeting called for the purpose, to any sum not exceeding five hundred thousand dollars.

stock may be

(2284.) SEC. 3. The persons so associating shall subscribe articles Contents of of association, which shall eontain

articles.

First. The names of the associates and their places of residence, Names. respectively;

poration.

Second. The names by which the corporation shall be known, Names of corand the place where its principal office for the transaction of business is to be established;

incorporation.

Third. The purposes of the incorporation as mentioned in this Purposes of act;

Fourth. The amount of capital stock actually paid in;

Capital stock paid in.

Fifth. The period for which such corporation is to be incorpo- Duration. rated, not to exceed thirty years.

recorded.

(2285.) SEC. 4. The articles of association required by the last When filed and preceding section shall be recorded in the office of the Secretary of State, and a copy thereof filed in the office of the county clerk of the county where the principal office for the transaction of the

business of any such corporation is to be established.

(2286.) SEC. 3. All associations organized and established under Corporate rights this act shall be deemed bodies politic and corporate, capable of suing and being sued, and may have a common seal, and alter and amend the same at pleasure, and may make from time to time such by-laws, not inconsistent with the Constitution and laws of this State, as a majority of the stockholders may determine upon. (2287.) SEC. 6. When any association shall be formed under this Manner of callact, any two of those associated may call the first meeting of the corporation at such time and place as they may appoint, by giving notice thereof by publishing the same in some newspaper published at the place where the principal office for the transaction of business is to be located, at least fifteen days before the time appointed for such meeting.

ing first meeting