1834, 190, § 5. G. S. 57, § 140. 1876, 203, § 6. 1888, 120. MEMBERS OF SUCH CORPORATIONS. SECTION 27. Such corporation may, at a legal meeting, elect by ballot any citizen of this commonwealth to be a member thereof; and any person may, at an annual meeting, cease to be a member, if, at least three days before R. L. 113, 18. such meeting, he has filed with the clerk a written notice of his intention so to do. If a member fails to attend two consecutive annual meetings, his membership may, by vote of the corporation at its next annual meeting, be declared forfeited. Such action and vote recorded shall be evidence of forfeiture of membership. No person shall continue to be a member after removing from this commonwealth. 1834, 190, OFFICERS OF SUCH CORPORATIONS. SECTION 28. The officers of such corporation shall be a R. S. 36, §§ 72. president, one or more vice presidents, a board of invest §§ 2, 3. 73. G. S. 57, §§ 136, 137. 1876, 203, §§ 2, 3. 1894, 317, § 13. R. L. 113. & 14. 1902, 169, § 4. ment of not less than three, a board of not less than eleven trustees from which the officers hereinbefore mentioned S116. § 13. shall be chosen, a treasurer, clerk and such other officers as it may find for the necessary management of its affairs. All officers shall be sworn, and shall hold their several offices until others are elected, and qualified in their stead; and a record of every such qualification shall be filed and preserved by the clerk of the corporation. The trustees shall be elected from the corporators, and no person shall hold an office in two such corporations at the same time. Only one of the persons holding the offices of president, treasurer or clerk shall at the same time be a member of the board of investment. Not more than three fifths of the members of any such corporation shall be officers thereof at any one time. 1834, 190, § 3. R. S. 36, § 74. 1864, 126. 1868, 49. 1876, 203, § 4. ELECTION OF OFFICERS. SECTION 29. The officers of such corporation, except G. S. 57, 138. the board of investment, treasurer, vice treasurer and assistant treasurer, shall be elected at its annual meeting, anything in its charter to the contrary notwithstanding. The board of investment, treasurer, vice treasurer and assistant treasurer shall be elected by the trustees and shall hold office during their pleasure. If any office be P.S. 116. 15. 1893, 254, 2. 1894, 317, 15. R. L. 113, & 16 1902, 169, § 1. comes vacant during the year, the trustees may elect a person to fill it until the next annual meeting; and if a person elected does not, within thirty days thereafter, take the oath, his office shall thereupon become vacant. The clerk of the corporation shall, within ten days after the meeting, notify all persons elected to office; and within thirty days thereafter shall publish in a newspaper published in the county in which the corporation is established a list of all persons who have taken the oath of office to which they were elected and a list of the members of the corporation. Said lists shall be included in the annual report of the corporation to the commissioner, and shall be kept on file in his office for inspection by the public. A clerk who neglects to give such notice or make such publication, or who makes a false publication, and a person who knowingly publishes or circulates, or knowingly causes to be published or circulated, a printed notice containing the name of a person as an officer of such corporation who has. not taken the oath of office, shall be liable to a penalty of fifty dollars. The clerk shall transmit to the commissioner a copy of all by-laws adopted and all amendments thereof. MEETINGS OF TRUSTEES. 1894, 317, § 18. SECTION 30. A regular meeting of the board of trustees 1876, 203, § 7. of such corporation shall be held at least once in three 1882, 50. months, for the purpose of receiving the report of its 1888, 96, treasurer and for the transaction of other business. Spe- R. L. 113, § 19. cial meetings may be called by the president, and the clerk shall give notice of special meetings upon request in writing of three trustees. A quorum shall consist of not less than seven trustees, but less than a quorum may adjourn from time to time or until the next regular meeting. At each regular meeting the trustees shall cause to be prepared a statement showing the condition of the corporation as it appears upon its books, in the form of a trial balance of its accounts. Such statement shall be posted in a conspicuous place in its banking room, where it may easily be read by the public, and shall there remain until the next regular meeting of said board. A record shall be made at each meeting of the transactions of the trustees and of the names of those present. The trustees shall cause to be published semi-annually in a newspaper published in the county in which the corporation is located the names of the president, treasurer, members of the board of investment and other officers of the corporation charged with the duty of investing its funds. The first publication thereof shall be within thirty days after the election of said officers, and the second publication at the expiration of six months therefrom. Meetings of board of investment. Auditing committee. 1876, 203, § 11. P. S. 116. § 22. MEETINGS OF THE BOARD OF INVESTMENT. SECTION 31. Meetings of the board of investment of such corporation shall be held at least once in each month. The board shall approve all loans made by the corporation, all changes in the property or security pledged or the rates of interest charged therefor, and all purchases or sales of bonds, stocks and notes, and shall perform such other duties as the by-laws may prescribe. A record shall be made at each meeting of the transactions of the board and the names of those present. The members of said board may approve changes of collateral on loans made under the provisions of subdivision e of clause Eighth of section sixty-eight either by a vote of said board or by signing a statement setting forth all such changes. AUDITING COMMITTEE. SECTION 32. At the first meeting after their election, the trustees shall appoint an auditing committee of not less than two trustees, of which neither the treasurer nor more than one member of the board of investment shall be members, who shall at least once during the twelve months following their appointment make or cause to be made a thorough audit of the books, securities and cash of such corporation for the period elapsed since the preceding audit; and the report of such committee relative thereto shall be read at the next meeting of the trustees after the audit has been completed, and shall be filed and preserved with the records of the corporation. COMPENSATION OF COMMITTEES. SECTION 33. The board of trustees shall authorize the 1894, 317.23. compensation, if any, to be paid to committees of said. board. At each regular meeting of the board the treasurer shall report in detail all amounts paid by the corpo R. L. 113, 28. ration since the last regular meeting for services, fees or otherwise, to a member of the board of trustees or to any attorney of the corporation. OFFICE OF TRUSTEE, WHEN VACATED. SECTION 34. If a trustee fails both to attend the regular meetings of said board and to perform any of the duties devolving upon him as such trustee for six consecutive months, his office may be declared by said board at the next regular meeting to be vacant. A record of such vacancy shall be entered upon the books of the corporation, and a transcript of such record shall be sent by mail to the person whose office is thus made vacant. The office of any trustee who takes the benefit of any law of bankruptcy or insolvency, or of the oath for the relief of poor debtors, shall thereby be vacated. TREASURER TO GIVE BOND. SECTION 35. Every treasurer, vice treasurer and assistant treasurer shall give bond to the satisfaction of the trustees in such form as the commissioner may prescribe, for the faithful performance of his duties and shall file with the commissioner an attested copy thereof, with a certificate of its custodian that the original is in his possession. Such officer shall notify the commissioner of any change thereafter made therein. If he fails, within ten days after the date thereof, to file a copy of his bond, or to notify the commissioner of any change therein, he shall be liable to a penalty of fifty dollars. The commissioner shall keep a record showing when such bonds expire, and the changes so notified, and, when in his judgment it is necessary for the security of the depositors, he shall require a new bond in such amount and with such sureties as he may approve. Said officers shall give new bonds at least once in five years. The trustees shall require bonds of such other officers or employees, and in such amounts, as they may consider necessary. WHERE BUSINESS MAY BE TRANSACTED. SECTION 36. Such corporation shall carry on its usual business at its banking house only, and a deposit shall not be received or payment on account of deposits be made by 1834, 190, § 11. R. S. 36, § 82. 1846, 86, 1. §§ 8, 9. 1867, 203, § 1. 1874, 84. Res. 1875, 1877, 159. 68. P. S. 116. § 40. 1888, 127. 1894, 317. § 42 R. L. 113, § 47. 1902, 169, § 2. the corporation or by a person on its account in any other place than at its banking house, which shall be in the city or town in which the corporation is established; except that the corporation may, with the written permission of and under regulations approved by the commissioner, maintain and establish one or more branch offices or depots, for the receipt of deposits only, in the city or town in which its banking house is located, or in towns not more than fifteen miles distant therefrom in which there is no savings bank at the time when such permission is given. The annual meeting, and meetings of the trustees or board of investment of such corporation, may be held at any place in the city or town in which its banking house is located. ANNUAL REPORT TO COMMISSIONER. SECTION 37. The treasurer of such corporation shall, G. S. 57. 148. annually within twenty days after the last business day of 1862, 120; 224, October, make a report to the commissioner in such form as 1866, 192, 10. he may prescribe, showing accurately the condition of such corporation at close of business on that day, specifying the 1876, 203, § 23. following particulars: name of corporation and names of corporators and officers; place where located; amount of deposits; amount of each item of other liabilities; public funds, including all United States, state, county, city, town and district bonds; railroad bonds, street railway bonds, telephone bonds, and stock in banks and trust companies, stating each particular kind, and the par value, estimated market value and amount invested in each; loans to counties, cities, towns or districts; loans on mortgage of real estate; loans on personal security, stating amount of each class separately; estimated value of real estate, and amount invested therein; cash on deposit in banks and trust companies, with the names of such banks and trust companies and the amount deposited in each; cash on hand; the whole amount of interest or profits received, and the rate and amount of each semi-annual and extra dividend for the previous year; the times for the dividends fixed by the by-laws; the rates of interest received on loans; the total amount of loans bearing each specified rate of interest; the number of outstanding loans which are of an amount not exceeding three thousand dollars each, and the aggregate amount of the same; the number of open accounts; the |
