« EelmineJätka »
such place as the director shall determine and publish, for the purpose of considering and determining upon any matter not requiring special notice, relating to the business of such association, and at each quarterly meeting the director shall present a full and complete report, signed by the president of such associations, transaction during the last preceding quarter, accompanied by such information and suggestions in relation to the future management thereof as may be for the best interest of the association and they shall also present at each quarterly meeting, an account of all cash receipts and payments of the losses and gains of such association for the last preceding quarter, and also a general statement or balance sheet of such association's funds, effects and liabilities and assets as at the close of the last business day of said quarter, and such account and general statement shall be signed by the president and treasurer, and be attested by the secretary and auditor of such association, and a copy of such report, account and general statement shall be kept posted up for three months at least, in a conspicuous place in the principal offices and other places of business of such association; and any director, president, treasurer, secretary, auditor or other officer, who shall include or knowingly consent to any false statement in such report, account or general statement, or in any other statement required to be made by this act, or by any vote of the members at any meeting thereof, shall be deemed guilty of a misdeameanor, and upon conviction thereof, be punished by a fine of not more than one thousand dollars, or by imprisonment in the State prison for not more than one year, or bo such fine and imprisonment, in the discretion of the Court.
14. After the first election of the directors, officers and auditors, as provided in section twelve of this act, the president, secretary, treasurer and one-half of the directors and auditors shall be elected at the quarterly meeting in January, and the other half of the directors and auditors shall be elected at the quarterly meeting in July, and shall hold the several offices for one year, or until their successors are elected, and the directors shall decide by lot or otherwise the first half of the directors and auditors to retire at the first election that may be made at a quarterly meeting aforesaid. The by-laws of such association shall provide how nominations shall be made and votes be taken for president, secretary, treasurer, directors and auditors, and also their eligibility and qualifications for their several duties, responsibilities and remuneration, and for their removal from office for good and sufficient cause ; provided, that each of the official acts of the board of directors shall be by a majority vote of all the directors elect, and shall be recorded with the year and month thereon, in the minute-book of the association.
15. The profit shall be ascertained and declared on all business carried on in each department or branch, or by, or for, or on account of any such association for each quarter year ending with the months of March, June, September and December, and the profits realized shall be applied as follows:
First. In reduction of the value of the fixed stock and plant of such association at the annual rate of ten per centum, or more, on fixtures, machinery, tools, et cetera, and of two and one-half per centum, or more, on warehouses, stores or other buildings as the directors shall determine and order.
Second. In the reduction of the preliminary expenses, if any, incurred in the formation of such associations, and remaining unwritten off in its books at such rate, being not less than five per centum per annum, as the directors shall determine and order..
Third. In the providing for or payment of interest, at the annual rate of six per centum, on permanent stock, and five per cent. on ordinary stock and the reserve fund; provided, however, that such interest shall be credited to each member, but shall not be paid until his stock is fully paid up.
Fourth. In forming, by applying such sum or percentage of the net or remaining profits after providing for the preceding charges on the directors, shall determine and order a new fund, to which also all fines and forfeitures shall be carried, applicable as follows: First, to the equalization of dividends, second, to meet any other contingency affecting the business of such association; and third, to any other purpose as may be voted by the members, on the recommendation of the director.
Fifth. In forming and maintaining a propaganda and social fund, to which shall be credited such sum, being not less than two and one-half per centum of the net profits, as the directors shall deter: mine and order.
Sixth. And the remainder of the net profits shall be divided, as follows: On the wages and salaries of employes the same rate that may be allotted on the purchases of members, such wages or salaries to be the amount earned, and such purchases to be the amount actually paid in cash during the period to which such dividend relates; provided, That no profit dividends shall be allowed on the purchases of such articles as the directors may have given previous notice of their intention to exclude from participation in profits; and provided further, That all such profit dividends shall be credited to such members, non-members and employes, respectively, to accumulate and be applied in or toward the payment of shares of permanent stock or ordinary stock, or the directors may from time to time determine and order the issue of paid up certificates therefor, until the amount of stock capital held in such member individually reaches the limit allowed by this act; after which the profit dividends may be paid to such members as shall be provided for in the by-laws of such association.
16. Every such association shall have a regular business office, to which all communications and notices shall be addressed; and service of any legal process on any such association shall be made by leaving at such office a true copy of such process with any director, officer, clerk, or agent of such association; and, in case such office shall be kept closed against such service, then service of such process may be made on such association by giving a true copy thereof to any of its directors or officers, if found in the county wherein such office is located, and if on a return of such a process it appears that such office is kept closed, or that such directors or officers could not be found within the said county, then such process may be served on such association by serving a true copy thereof on any of its directors or officers wherever found in the State ; and failing in that, and on a return made to such effect, the court may order such public action as it may deem requisite to be made in the premises for at least one month in at least one newspaper, published at or as near as may be to the place where the principle officer of such association is located, and proof of such publication shall be held to be due service on such association.
17. Every person appointed to any position in any association retaining the receipt, payment, management, or use of money belonging to such association, shall, before entering upon the discharge of his duties, become bound, with two or more good and sufficient securities, in such sum and form as the directors shall require and approve; and the directors may also require from any other employe of such association bonds, with good and sufficient security, for the faithful discharge of those duties.
18. Any such association may charge any of its members, employes, or other person doing business with it, by way of fine, for any breach or non-observance of its by-laws, or any of its business rules and regulations, such reasonable sum, not more than five dollars for each offense, as the directors may determine and order, and all such fines shall be due and payable forthwith, and if not paid the same may be deducted from any moneys due, credited, or accruing to the party so offending.
19. If any director, officer, clerk, agent or other person in the employment of such association, shall embezzle or fraudulently dispose or convert to his own use, or shall take or secrete, with intent to embezzle and convert to his own use, any money or other property of such association, or if any of its dealers or customers, which shall have come into his possession, or shall be under his charge by virtue of such office or employment, or otherwise, he shall be deemed, by so doing, to have committed the crime of embezzlement, and shall, upon conviction thereof, be punished as the law directs.
20. Any such association may alter or amend its articles of association, and may alter or rescind any by-laws, or make any additional by-law, with the consent of a majority of its members present at a special meeting convened for such purpose, but the notice calling such meeting shall set forth fully and clearly the proposed alteration, amendment, recision or addition; and any alteration or amendment of the articles of association shall be filed, recorded and certified in the same manner as the original articles of association.
21. The articles of association and by-laws, and any amendments thereto or alterations therein, respectively, of any such association shall be recorded in a book to be kept for that purpose, and such book shall be open during business hours at the principal office of such association for the inspection of its members and other persons having an interest in its funds, and such articles of association, by-laws and amendments thereto and alterations therein, respec. tively, so recorded, shall be binding on such association, its directors, officers, members and employees, and on all other persons having an interest in the funds of or dealing with such association, and all persons claiming on account of any or either of them, or under such articles of association, by-laws or amendments thereto or alterations therein, respectively, to the same extent as if each and every such person had subscribed his name and affixed his seal thereto, and there were in such articles of association by-laws or amendments thereto, or alterations therein, respectively, contained a covenant on the part of himself, his heirs, executors, administra. tors and assigns to conform to such articles of association, by-laws and amendments thereto, or alterations therein, respectively, subject to the provisions of this act, all of whom shall be deemed and taken to have full notice thereof by such record as aforesaid, and and the entry of such articles of association, by-laws and amendments thereto or alterations therein, respectively, in the books of such association, or a true copy of the same, examined with the original, shall be received as evidence thereof in all courts and places.
22. Any co-operative association now in existence in this State, whether incorporated or unincorporated, shall be entitled to all the benefits of this act by complying with its provisions, and may, by a vote of the majority of the members of such co-operative association to be taken according to its existing articles of association or by-laws, determine to avail itself of the provisions of this act and to take and assume corporate name and powers thereunder, and may, by a like vote, transfer to such association, so formed under this act, all its property, real, personal and mixed, and thereupon such association, to which said property is so transferred, shall take the same in the same manner to the same extent and with the like effect as the same were previously owned and held by the association so transferring the same, and may, in its corporate name, sue for and collect all dues and demands, subscriptions and other benefits belonging to such original incorporated or unincorporated association; provided, however, That such association so taking such property as aforesaid, shall take the same subject to all liens and trusts, both legal and equitable, to which the same was subject before such transfer, and shall also be liable for all debts and obliga