charge 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, respectively, 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, administrators 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 ir corporated 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

tions of such previous association and shall pay the same to the full extent of the value of such property at the same time of so taking the same.

23. Any such association desiring for any reason to be dissolved prior to the expiration of the term of years specified in its articles of association may, by a resolution passed at a special meeting therefor, by a majority vote of all the members of such association, authorize its directors, or a special committee of members, to prepare or have prepared a full and true exhibit of the affairs, property and condition of such association, including an itemized statement of all its assets and liability and also to report whether, in the opinion of such directors or committee it would be best to continue or close up any or all of the business of such association, and, in the latter case to recommend such methods and means as in their judgment would be best adapted for closing up such business; such exhibit, report and recommendation to be printed and a copy there. of to be mailed, postage prepaid, to the last recorded address of every member of such association, together with a notice from the president of such directors, or chairman of such committee, as the case may be, convening a special meeting of the members to be held at such time, being not less than ten nor more than fifteen days from the date of mailing such notice, as such directors or committee shall determine and order for the purpose of considering and acting on such exhibit, report and recommendation as to such special meeting shall seem best: provided, That all votes taken on such recommendation at such special meeting shall be by ballot and that it shall require three-fourths of all the ballots cast to carry any motion for the winding up and dissolution of such association : provided also, That such president or chairman as aforesaid shall mail to every member of such association, along with the notice for the last mentioned special meeting a printed form of ballot for the use of such members as may be unable to attend at such special meeting, on which shall be printed two questions as near as may be in the following words: are you in favor of the winding up and dissolution of the association? answer yes or no, are you in favor of the plan as recommended for these purposes? answer yes or no, and such answer shall be signed by the members so answering, and such ballots may be addressed and mailed, postage prepaid, or be

personally delivered to such president or chairman as aforesaid at the principal office of such association; and all such ballots so received prior to or at the time appointed for such special meeting shall be opened and counted by the secretaries or tellers appointed by such special meeting along with the ballots cast on the same or like questions by the members present at such special meeting: and provided further, That in the event of a resolution being passed, as aforesaid by such special meeting for the winding up and dissolution of such association, a copy of such resolution, duly certified by the official signature of the president and secretary and sealed with the common seal of such association, shall be given to, and shall contain full instructions and authority for the parties to be named therein to answer and discharge the duties entrusted to them by such resolution; and upon the completion of such duties by said parties, they shall make a certificate, signed and sworn to by them before a notary public, upon such certified copy of the aforesaid resolution, that they have truly and faithfully discharged all the duties entrusted to them thereby, and that they have realized all the assets, and settled all the liabilities of such association in accordance with the instruction and authority given to them by such resolution; and such certificate and certified copy of such resolution shall be filed by such parties in the office of the Secretary of State of this State and of the recorder of deeds of the county wherein the principal office of such association was located, and such certificate and certified copy of resolutions shall be recorded by the said secretary and recorder of deeds in like manner as the articles of association of such association were recorded.

TENNESSEE.*

I. Co-operative associations may be organized with the privilege of buying and selling any agricultural products, and dealing in merchandise.

Laws of 1882, chap. 8. See Code, pp. 1772-1774.

The form of charter of a co-operative association shall be as follows:

"State of Tennessee-Charter of Incorporation.

"Be it known, that [here insert the names of seven or more persons not under the age of twenty-one years] are hereby constituted a body politic and corporate, by the name and style of" (here insert the name of the company).

3. The said corporation shall have the power to deal in goods, wares and merchandise, wholesale and retail, upon paying license and taxes, as others engaged in like business, and taxes incidental to corporations.

The general powers of said corporations are

(a). To sue and be sued by its corporate name.

(b). To have and use a common seal, which it may alter at pleasure; if no common seal, then the signing of the name of the corporation, by any duly authorized officer, shall be legal and binding.

(c). To purchase and hold, or receive by gift, in addition to the personal property derived by said corporation, any real estate necessary to the transactions of the corporate business, and also to purchase or accept any real estate in payment, or part payment, of any debt due to the corporation, and sell realty for corporation purposes.

d. To establish by-laws, and make all rules and regulations not inconsistent with the laws and constitution, deemed expedient for the management of corporate affairs.

e. To appoint such subordinate officers and agents, in addition to the president, secretary, or treasurer, as the business of the corporation may require.

f. To designate the name of the office, and fix the compensation of the officers.

g. To borrow money and issue notes or bonds upon the faith of the corporate property, and also to execute a mortgage or mortgages, as further security for repayment of money thus borrowed. 4. The following provisions and restrictions are coupled with said grant of powers:

a. A failure to elect officers at the proper time does not dissolve the corporation, but those in office hold the election or ap