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15. Tae manner of altering or amending the certificate of incorporation.

16. Such other provisions not inconsistent with law as shall be necessary for the convenient and effective transaction of its busi. ness.

Such certificate must be approved by the superintendent of banks and filed in the office of the clerk of the county in which such corporation shall have its principal business office, and a certified copy thereof shall be filed in the office of the superintendent of banks. Thereupon the persons who have subscribed such certificate and such other persons as shall become members of the corporation and their successors shall be a corporation by the name specified in such certificate.

$ 1962. Powers.-The directors of every such corporation may call in and demand from the members and stockholders thereof, all sums of money by them subscribed, at such times and in such payments or installments as the certificate of incorporation shall prescribe, under the penalty of forfeiting the shares of stock subscribed for and all previous payments made thereon, if payment shall not be made by the member or stockholder within sixty days after a personal demand made or notice requiring such payment shall have been published for six successive weeks in the newspaper nearest to the principal place of business of the corporation. But no corporation organized under this article shall purchase or deal in or take security upon real estate situate more than fifty miles from its principal office for the transaction of its business.

$ 1966. Borrowing money.—Every such corporation shall have power to borrow money for temporary parposes not inconsistent with the objects of its organization, but no such loan shall have a longer duration than three years, nor shall its indebtedness for money. so borrowed exceed at any one time one-fourth of the aggregate amount of its shares and parts of shares and the income thereof actually paid in and received.

§ 1966. Dividends.—Dividends declared from the earnings of the corporation shall be payable in such manner as may be provided in the certificate of incorporation.

8 196d. Monthly payments.—No holder of shares shall be exempt from making the monthly or other stated payments provided in the certificate of incorporation on the ground that by reason of losses or otherwise, the corporation has continued longer than was originally anticipated, whereby the payments made on such shares

have amounted to more than the amount originally intended, with legal interest thereon. The imposition of fines for nonpayment of dues or fees or for other violation of the certificate of incorporation, or the making of any monthly payment required by the certificate of in. corporation, shall not be deemed a violation of the provisions of any statute against usury.

$ 196e. Liability of stockholders and directors.-A stock holder of such corporation shall be liable to the creditors for the amount anpaid on the stock held or subscribed for by him. The directors or other officers of every such corporation shall be personally liable for any fraudulent use, disposition or investment of any moneys or property belonging to it, or for any loss which shall be incurred by any investment made by any such directors or officers other than such as are mentioned in and authorized by this article; but no director or other officer shall be so liable unless he author. ized, sanctioned, approved of or made such fraudulent use, disposi. tion or investment

$ 196f. Exemption of shares from sale and execution.-The shares held by the members and stockholders of every such corporation shall be exempt from sale on execution for debt to an extent not exceeding six hundred dollars in such shares at their par value.

$ 196g. Reports. On the first day of January of each year every such corporation shall make a written report to the superintendent of banks, in such form and containing such matters as he shall prescribe. Such reports shall give the condition of such corporation at the close of business on the thirty-first day of December in each year; and such corporation shall also make reports to the superin. tendent of banks whenever required by him and as of the day desig. nated by him.

$ 196h. Supervision and examination. A corporation organized under this article shall be subject to the inspection and supervision of the superintendent of banks. He shall either personally or by some competent person to be appointed by him, visit and exam. ine such corporation at least once in each year and whenever, in his judgment, its condition and management is such as to render an ex. amination of its affairs necessary and expedient The superintend. ent, and every such person appointed to make such examination, shall have power to administer an oath to any person whose testimony may be required on such examination, and to compel the appearance and attendance of any such person for the purpose of any such examination. If the examination shall be made by the superintendent, or by one or more of the regular clerks in the banking department, no charge shall be made except for necessary traveling and other actual expenses. When it shall appear to the superintendent from an examination made or reported to him, or from a report made by any such corporation pursuant to the provisions of this article, that it has committed any violation of its charter or of

law, or is conducting its business and affairs in an unsafe or unauthorized manner, he shall, by an order under his hand and official seal, direct a discontinuance of such illegal, unsafe or unauthorized practices and strict conformity with the requirements of the law and with safety and security in its transactions. If

any

such corporation shall refuse or neglect to make any report required by law or to comply with any such order, or if it shall appear to the superintendent that it is unsafe or inexpedient for it to continue to transact business, the superintendent shall report the facts in writing to the attorney-general, who may thereupon bring an action or institute proceedings for the dissolution of the corporation. If from

any

such ex. amination or report the superintendent shall conclude that any such corporation is insolvent because of the value of the assets of said corporation being insufficient to pay and discharge the amount due to the creditors thereof, including the amount paid in by the stock. holders thereof for and on account of the purchase of or subscriptions for the capital stock of such corporation without any scaling thereof, or is in an unsafe condition to transact business, he may forth with take possession of its property and business and retain such possession until the termination of the action or proceeding instituted by the attorney-general

ARTICLE VII.

MORTGAGE, LOAN AND INVESTMENT CORPORATIONS; SUPERVISION.
SECTION 197. Incorporation.

198. Deposit required ; authorization certificate.
199. General powers.
200. License.
201. Verified statement to be furnished.
202. Issue of license.
203. Unlicensed companies prohibited.
204. Revocatien of license.

205. Designation of superintendent as attorney. SECTION 197. Incorporation.-Five or more persons may become a mortgage, loan or investment corporation by making, acknowl. edging and filing in the office of the clerk of the county where such corporation is to be established, and in the office of the superintendent of banks, a certificate in duplicate which shall state :

1. The name by which such corporation is to be known.

II. The particular city, town or village where its operations are to be carried on.

III. The amount of its capital stock, which shall in no case be less than one hundred thousand dollars.

IV. The names and places of residence of its stockholders, and the number of shares held by each.

V. The date at which said corporaration shall commence and terminate.

VI. The number of directors, which shall not be less than five, and the names of the stockholders who shall be directors for the first year of its incorporation, accompanied with a declaration that each incor

porator will accept the responsibilities and faithfully discharge the duties of a director therein, if elected to act as such.

Every such certificate when filed shall be recorded by the county clerk in the books kept for the record of certificates of incorporation, and by the superintendent of banks in a book to be kept by him for that purpose. Such certicate may provide for the increase of capital stock and of the number of persons forming the corporation, and for such other changes not contrary to law, as may be thought proper. Added by ch. 452 of 1896. Took effect May 9, 1896.

§ 198. Deposit required ; authorization certificate.- Upon it appearing satisfactorily to the superintendent of banks that the capital stock of said corporation has been paid in cash and upon his receiving a deposit to the amount of one thousand dollars to be held by him as a pledge of good faith and a guaranty of compliance with the bank. ing law on the

part of such corporation, to be in such securities and assigned in the same manner as specified in section fifty-seven of this chapter in reference to deposits to be made by banks and individual bankers, and that it had otherwise complied with law, he shall issue his authorization certificate as provided in section thirty of this chapter. Added by ch. 452 of 1896. Took effect May 9, 1896.

$ 199. General powers. - In addition to the powers conferred by the general and stock corporation laws, a corporation organized as provided in the two preceding sections shall have power to sell, offer for sale or negotiate bonds or notes secured by deed of trust or mortgages on real property situated in this state or outside of this state, or choses in action owned, issued, negotiated or guaranteed by it, or may receive inoney or property either from its own stockholders or other persons in installments or otherwise, and may enter into any contract, engagement or undertaking with such persons for the withdrawal of such money or property, at any time, with any increase thereof, or for the payment to them or to any person of any sum of money at any time, either fixed or uncertain, excepting that said corporation can not do a general deposit business without complying with the provisions of section fourteen of this chapter. Added by ch. 452, of 1896. Took effect May 9, 1896.

$ 200. License. - The superintendent of banks may issue a license under his hand and official seal, in accordance with the provisions of this article, authorizing mortgage companies organized under the laws of any other state to transact business within the limits of this state; and the supervisory power granted by this article shall apply to all associations, copartnerships, individuals, joint-stock companies, firms or corporations organized under the laws of any other state, whó sell, offer for sale or negotiate bonds or notes, secured by deed of trust, or mortgage of real property or bonds, or obligations payable in installments, or capital stock, or choses in action, owned, issued, negotiated or guaranteed by them; and to all associations, copartnerships, joint-stock companies or corporations as provided in sections one hnndred and ninety-seven, one hundred and ninety-eight and one hundred and ninety-nine of this chapter, and the provisions of article one of this chapter shall apply to such. Am'd by ch. 452 of 1896. Took effect May 9, 1896.

$ 201. Verified statement to be furnished. - The companies, associations, and others described in the preceding sections shall annually make and furnish to the superintendent of banks a true and

90

verified statement of their financial condition in detail on blanks furnished by him for that purpose, which shall show:

1. The amount of capital actually paid in cash.
2. The amount of capital subscribed.
3. The undivided profits or earnings on hand.

4. The total liabilities itemized in such form as may be indicated in the blanks.

5. The total amonnt of moneys loaned, invested or guaranteed.

6. The number and amount of all mortgages in arrears of interest for a period exceeding six months prior to the date of the report.

7. The number and amount of mortgages foreclosed during the past year.

8. The present cash value of all real property held or owned by foreclosure, and such other and further information concerning their business affairs and methods as the superintendent shall require.

The statement shall be signed by the officers of the association, company or corporation or other person making the same, and in such form as the superintendent shall prescribe. The superintendent may, in his discretion, require a like report, either wholly or in part, as to such particulars as he may prescribe, to be made and submitted to him at any time and within such period as he may designate. No license shall be issued unless the superintendent, either personally or by some competent person or persons appointed by him has visited and examined thoroughly into the condition, business methods and affairs generally of any company, association, corporation, copartnership or individual proposed to be licensed by him ; and he may make such examination as often thereafter as he deems necessary, and such examination shall be made at least once in each year. The superintendent and every examiner appointed by him shall have the power to administer an oath to any person whose testimony may be required in any such examination; and all books and papers which it may be deemed necessary to examine by the superintendent or the examiner shall be produced when demanded in writing by him.. On every such examination inquiry shall be made as to the condition and resources generally of the company, corporation, association, copartnership or individual examined, the mode of conducting and managing its affairs, the advice 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 administration of its affairs. Am'd by ch. 452 of 1896. Took effect May 9, 1896.

$ 202. Issue of license.—If it shall appear to the satisfaction of the superintendent from such examination made, and the statement or report submitted by any such corporation, company, copartnership, firm, association or individual, pursuant to the requirements of the preceding section, that its affairs are being conducted in a safe and lawful manner, he may issue to such company, corporation, copartnership, firm or association, a license under his hand and seal, permitting it to transact business in this State for the term of one year from the date thereof, And by ch. 452 of 1896. Took effect May 9, 189€.

8 203. Unlicensed companies prohibited. - No person, association, corporation, company or copartnership, shall, after the passage

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