14. The manner of dividing land and selecting or alloting the lots. 15. The 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 business. 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. (Added by chap. 193 of 1898, 1.) 196a. 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 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. (Added by chap. 193 of 1898, § 1.) 196b. Borrowing money.-Every such corporation shall have power to borrow money for temporary purposes 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. (Added by chap. 193 of 1898, § 1.) 196c. Dividends.-Dividends declared from the earnings of the corporation shall be payable in such manner as may be provided in the certificate of incorporation. (Added by chap. 193 of 1898, § I.) Building and Lot Associations. S$ 196d-196h 196d. Monthly payments.-No holder of shares shall be exempt from making the monthly or stated payments provided in tha 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 incorporation, shall not be deemed a violation of the provisions of any statute against usury. (Added by chap. 193 of 1898, § 1.) §196e. Liability of stockholders and directors. A stockholder of such corporation shall be liable to the creditors for the amount unpaid on the stock held or subscribed for by him. The directors or rather 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 authorized, sanctioned, approved of or made such fraudulent use, disposition or investment. (Added by chap. 193 of 1898, 1.) - 1966. 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. (Added by chap. 193 of 1898, § 1.) 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 superintendent of banks whenever required by him and as of the day designated by him. (Added by chap. 193 of 1898, $1.) 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 per sonally or by some competent person to be appointed by him visit and examine such corporation at least once in each year and whenever, in his judgment, its condition and management is such as to render an examination of its affairs necessary and expedient. The superintendent, 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 examination 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 stockholders 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 any unsafe condition to transact business, he may forthwith take possession of its property and business and retain such possession until the termination of the action or proceeding instituted by the attorney-general. (Added by chap. 193 of 1898, § 1.) Mortgage, Loan and Investment Corporations. ARTICLE VII. § 197 MORTGAGE, LOAN AND INVESTMENT CORPORATIONS; SUPER VISION. 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. Revocation of license. 205. Designation of superintendent as attorney. § 197. Incorporation.-Five or more persons may become a mortgage, loan or investment corporation by making, acknowledging 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: I. 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 corporation 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 incorporator 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 certificate 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 chap. 452 of 1896, § 5.) § 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 banking 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 chap. 452 of 1896, § 5.) § 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, negoti ated or guaranteed by it, or may receive money 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 cannot do a general deposit business without complying with the provisions of section fourteen of this chapter. (Added by chap. 452 of 1896, § 5.) $200. License. The superintendent of banks may issue a license under the 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, who 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 organized as provided in |