with the provisions of this act, to any amount which may be deemed sufficient and proper for the purposes of the corporation, but before any corporation shall be entitled to diminish the amount of its capital stock, if the amount of its debts and liabilities shall exceed the amount of capital to which it is proposed to be reduced, such amount of debts. and liabilities shall be satisfied and reduced so as not to exceed such diminished amount of capital. The comments on this section are under Section 18. SECTION XVII. CAPITAL STOCK-INCREASE OR DIMINUTION OF-NOTICE OF MEETING-DETAILS OF. § 17. Whenever any company shall desire to call a meeting of the stockholders, for the purpose of increasing or diminishing the amount of its capital stock, it shall be the duty of the trustees to publish a notice signed by at least a majority of them, in a newspaper in the county, if any shall be published therein, at least three successive weeks, and to deposit a written or printed copy thereof in the postoffice, addressed to each stockholder at his usual place of residence, at least three weeks previous to the day fixed upon for holding such meeting, specifying the object of the meeting, the time and place when and where such meeting shall be held, and the amount to which it shall be proposed to increase or diminish the capital, and a vote of at least two-thirds of all the shares of stock shall be necessary to an increase or diminution of the amount of its capital stock. The comments on this section are under Section 18. SECTION XVIII. CAPITAL STOCK - INCREASE OR DIMINUTION OF MEETING FOR-TWO-THIRDS OF SHARES PRESENT-ORGANIZATION FOR-DETAILS OF CERTIFICATE OF PROCEEDINGS. VERIFICATION AND FILING OF CERTIFICATE. § 18. If at any time and place specified in the notice provided for in the preceding section of this act, stock holders shall appear in person or by proxy, in numbers representing not less than two-thirds of all the shares of stock of the corporation, they shall organize, by choosing one of the trustees chairman of the meeting, and also a suitable person for secretary, and proceed to a vote of those present, in person or by proxy; and if on canvassing the votes it shall appear that a sufficient number of votes has been given in favor of increasing or diminishing the amount of capital, a certificate of the proceeding, showing a compliance with the provisions of this act, the amount of capital actually paid in, the whole amount of debts and liabilities of the company, and the amount to which the capital stock shall be increased or diminished, shall be made out, signed and verified by the affidavit of the chairman, and be countersigned by the secretary, and such certificate shall be acknowledged by the chairman, and filed as required by the first section of this act; and when so filed, the capital stock of such corporation shall be increased or diminished to the amount specified in such certificate. These are very definite instructions as to the method to be pursued. Their definiteness require exact adherence and careful and deliberate action. The first condition preliminary to a legal increase or diminution is the determination of existing liabilities, including profits already accrued, compensation to officers and unliquidated claims against the association for the fraud, misconduct or misrepresentation of agents. The liabilities not exceeding the amount to which the capital is to be reduced, the next step is the mailing of the proper notices to the lastgiven post-office address. A representation of two-thirds of all the shares actually subscribed for is necessary for legal action. A majority of the votes cast at the special meeting is sufficient to modify the capital. It will be noticed that the right to vote by proxy, though not customary in these associations, is specifically given by Section 18. The certificate should contain the following recitals: first, of the issue of the notice three weeks prior to the time of the special meeting; second, of the publication of the notice for three successive weeks prior to the meeting; third, of the deposit in the post-office three weeks prior to the meeting of a copy of the notice in a securely closed envelope with postage prepaid and addressed to each member at his last-known post-office address; fourth, of the attendance in person or by proxy of the owners of two-thirds of the shares actually subscribed; fifth, of the selection of a trustee (naming him) as chairman; sixth, of the selection of a secretary; seventh, of the number of those persons 62 EXEMPTION FROM SHERIFF'S SALE-MAXIMUM LOAN. present in person and those represented by proxies; eighth, of the number of votes cast; ninth, of the number of votes cast for the resolution to increase or diminish the capital stock; tenth, of the amount paid in; eleventh, of the total liabilities, and, twelfth, of the amount to which the capital stock has been increased or diminished. SECTION XIX. EXEMPTION FROM SHERIFF'S LEVY AND SALE-TO WHAT AMOUNT. § 19. The shares held by the members of all associations incorporated under the provisions of this act, shall be exempt from sale on execution for debt, to an extent not exceeding six hundred dollars in such shares at their par value. By par value is here meant the full future value of the shares when the series has reached the time for final distribution. A member who holds shares, the par value of which is six hundred dollars or less, is wholly exempt, so far as these shares are concerned, from execution and sale under a judgment. But if the judgment should be in favor of the association and arise from the ownership of the shares, a decree of the court might order a transfer to the association of the shares or the accumulations thereon. This exemption would not obtain in any special proceeding in law, or in what is technically known as an action in equity, when the final process of the court is enforced by a decree. SECTION XX. MAXIMUM AMOUNT OF LOAN. § 20. No loan made by any such association to any of its members may exceed in amount the par value of the capital stock for which such member may have subscribed. The amount actually loaned to one member after deducting premium if paid at time of loan shall not exceed the full future value of all the shares held by a borrowing member. When a member holds shares in his own right, and as trustee for minors, the amount of his loan must not exceed the future value of the shares held in his own right. SECTION XXI. CERTIFICATE OF INCORPORATION-HOW MADE LEGAL EVIDENCE FOR COURTS. § 21. The copy of any certificate of incorporation, filed in pursuance of this act, certified by the county clerk or his deputy to be a true copy, and of the whole of such certificate shall be received in all courts and places as presumptive legal evidence of the facts therein stated. SECTION XXII. § 22. This act shall take effect immediately. |