17 (2) to adopt bylaws for the conduct of its business; (3) to make contracts; (4) to sue and be sued, complain and defend, in any court of law or equity, State or Federal; (5) to conduct its business in any State of the United States or in the District of Columbia or Puerto Rico and to have one or more offices in such State or in the District of Columbia or Puerto Rico, one of which offices shall be designated at the time of organization as its principal office; (6) to elect, select, appoint, employ, and remove officers, employees, attorneys, and agents; (7) to purchase, hold, and convey only such real estate as shall be (i) necessary for its accommodation in the transaction of its business, (ii) conveyed to it in satisfaction of debts previously contracted in the course of its dealings, or (iii) purchased by it at sales under judgments, decrees, or mortgages held by it, or to secure debts due to it; except that no such corporation shall hold title to and possession of any real estate for a period in excess of seven years, unless extended by the Joint Board, if such real estate was acquired in satisfaction of, or to secure, any debt owing to it; and (8) to do all things which are necessary or incidental to the proper management of its affairs and the : 1 2 3 4 5 18 proper conduct of its business, but no mortgage insurance corporation shall transact any business except such as is incidental to its organization until it has been authorized to do so by the Joint Board. CITIZENSHIP 6 SEC. 306. Each mortgage insurance corporation, for the 7 purpose of all actions by or against it, real, personal, or 8 mixed and all suits in equity, shall be deemed a citizen of 9 the State in which its principal office is located. 10 CAPITAL REQUIREMENTS 11 SEC. 307. The minimum subscribed initial capital of a 12 mortgage insurance corporation shall be $25,000,000 and 13 shall be represented by shares of stock each with a par value 14 of $100. No authorization to commence business shall be 15 granted by the Joint Board to any mortgage insurance cor16 poration until the Joint Board is satisfied that initial capital 17 in the amount of not less than $5,000,000 par value has been 18 subscribed for at not less than par and paid in full in cash. 19 20 21 2 2 2 2 DIRECTORS AND OFFICERS SEC. 308. A mortgage insurance corporation shall have a board of directors numbering at least nine, but no more 22 than fifteen, to be elected by the shareholders. Each share 23 of stock shall entitle the holder to cast one vote for each 24 director. The board of directors shall elect the officers and 25 determine their powers and duties. 4 SEC. 401. Any number of natural persons who are citi 5 6 8 zens or residents of the United States, but not less than five, may apply to the Joint Board for authority to establish a mortgage marketing corporation, and at the time of such application shall transmit to the Joint Board articles of asso9 ciation, signed and sealed by each of the incorporators and 10 acknowledged before a judge of any court of record or a 11 notary public, which shall contain (1) the name of the asso12 ciation, (2) the place where its principal office or place of 13 business is to be located, and (3) such information with re14 spect to its capital stock and powers as the Joint Board may 15 by regulation require. If the Joint Board is of the opinion 16 that the incorporators transmitting the articles of association 17 are persons of good repute and the articles of association 18 meet the requirements of this Act, it shall issue or cause to 19 be issued to such incorporators a certificate of approval, and 20 the association shall become, as of the date of issuance of 21 such certificate, a body corporate by the name set forth in its 22 articles of association. 23 TRADING AND DEBENTURE-ISSUING AUTHORIZATION 24 SEC. 402. Any mortgage marketing corporation orga25 nized as provided in section 401 shall be authorized to― 1 2 3 4 5 6 7 8 9 10 11 20 (1) purchase, sell, and service mortgages, includ ing participation in mortgages, on one- to four-family residential properties which are insured by a mortgage insurance corporation under authority granted by this Act or are insured or guaranteed by an agency of the United States; (2) publish information concerning the prices, value, and other relevant data with respect to mortgages eligible for purchase or sale, in whatever form and frequency may be prescribed by the Joint Board; (3) issue with the approval of the Joint Board and 12 have outstanding bonds, notes, or other obligations up to 13 a maximum of twenty times the sum of its capital, surplus, reserves, and undistributed earnings, and pledge its assets as security for these obligations: Provided, That not less than ten days' notice shall be given to the Joint Board prior to each such issue of securities. The any issue whenever it determines in its judgment that such sale is not in the public interest. At no time may the aggregate amount of securities of the mortgage marketing corporation outstanding exceed the amount of its ownership, free of all liens of encumbrances, of cash, mortgages, and bonds or other obligations of, or guaran teed by, the United States. Bonds, notes, or other obli 21 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 gations issued by any mortgage marketing corporation, as provided herein, shall be lawful investments, and may be accepted as security for all fiduciary, trust, and pub lic funds, the investment or report of which shall be under the authority and control of the United States, or any officer or officers thereof; (4) set such underwriting fees, maturities, rights of redemption, rates of interest, discounts, and other terms of sale upon an issue of its obligations as conform to general standards prescribed by regulations of the Joint Board; and (5) purchase in the open market any of its outstanding obligations at any time and at any price. SUCCESSION SEC. 403. Each mortgage marketing corporation 16 organized under this title shall have succession from the date 17 of its organization unless it is dissolved by act of its share18 holders or its franchise becomes forfeited by order of the 23 24 (1) to adopt and use a corporate seal; (2) to adopt bylaws for the conduct of its business; (3) to make contracts; |