SEC. 1386. Stock of association liable to sale on execution. The stock in any building and loan company or association shall be liable to sale on execution issued from a court of record by the sheriff, and upon such sale, it shall be the duty of the proper officer of said corporation or association to transfer and assign the same to the purchaser on its stockbook and issue certificates to thepurchaser, reciting the fact of such sale, and thereupon the purchaser shall be substituted to all the rights, duties and privileges that the original owner had before the sale. (Laws 1895, p. 105.) SEC. 1387. Bureau of building and loan supervision created-appointment of supervisor-term, salary, etc.There is hereby created a bureau of building and loan supervision. The chief officer of said bureau shall be designated as the supervisor of building and loan associations. He shall be a citizen of this stateand have knowledge and experience of building and loan business, and be appointed by the governor, by and with the advice and consent of the senate, and shall hold his office for a term of four years; but the governor shall have the power to suspend the supervisor from office whenever, in his opinion, the public interest may require it, or,. with the advice and consent of the senate, to remove him from office.. If a vacancy shall at any time occur, the same shall be filled by the governor by appointment for the unexpired term, subject to confirmation of the senate, if in session; if not, then at its next session. The supervisor shall receive a salary of two thousand dollars per annum and nescessary traveling expenses. He may appoint such clerical help as may be necessary to properly attend to the duties of his office, at a cost not to exceed fifteen hundred dollars per annum, and may from time to time appoint such examiners as may be necessary to carry out the provisions of this act. Before entering upon his duties the supervisor shall give bond to the state of Missouri in the sum of ten thousand dollars, to be approved by the governor and attorneygeneral, and shall be filed in the office of the secretary of state. (Laws 1897, p. 91.) SEC. 1388. Semi-annual reports of associations to be published-additional reports-penalties. Every such corporation shall semi-annually, in the months of March and September,. publish in one or more newspapers of general circulation in the county where the principal office of such corporation is located, a statement, verfied by the oath of its president and secretary in such form as the supervisor may prescribe, and the said report shall be made upon blanks prepared by the supervisor and furnished by him to such association. The first report to be made under this act shall be made in the month of March, 1897, and every six months there-after. In addition to the semi-annual reports hereinabove provided,. each association shall, when requested by the supervisor, answer in writing, under oath, by its president and secretary, such questions as may be propounded by the supervisor, relating in any way to the business of such association. The state supervisor shall cause said report to be published in a newspaper published in the county, town or city wherein is located the principal office of such association, the cost of such publication to be paid by such association. Such report shall be verified by the oath or affirmation of the president and secretary of such association, and any willful swearing to any statement or statements which are untrue with regard to such reports shall be deemed perjury, and shall subject the offender to prosecution and punishment as prescribed by law for that offense. Every such report shall be made within twenty days after the day to which it relates, and shall be accompanied by twenty cents for each one thousand dollars of assets shown thereby, which moneys shall be paid into the state treasury, to the credit of a fund to be known as the "building and loan supervision fund." The secretary of each association submitting such report shall deposit in the postoffice and prepay the postage thereon, correct copies of such semi-annual report properly addressed to each shareholder as his address may appear on the books of the association. Any secretary or president of any such association who shall willfully neglect or refuse to file such statement within the period hereinabove prescribed, shall be subject to a fine of not less than twenty dollars nor more than two hundred dollars for each neglect or refusal to furnish such statement, said fine shall be recovered by indictment against such secretary or president, and when collected shall be paid into the state treasury and credited to the building and loan supervision fund. (Laws 1897, p. 91.) SEC. 1389. Annual examinations-duties of supervisor and assistants - expenses-examination, how made. - It shall be the duty of the supervisor, in person or by one or more persons by him appointed for that purpose, who are not officers or agents of or in any manner interested in any building and loan association, to make a full and careful examination of the affairs of any such association, whether heretofore or hereafter organized, in his discretion, not oftener than once in each year, and make his report thereon as herein provided. The officer making such examination shall have power to administer oaths, to take all testimony by him deemed necessary and proper, and compel the attendance of witnesses and the production of books and papers, and by like process and in like manner as is now provided by law to procure the attendance of witnesses and production of books and papers, in actions at law in the courts of record in this state. In every such examination, inquiry shall be made as to the nature and resources of the corporation generally, the mode of conducting and managing its affairs, the action of its directors, the investment of its funds, the security afforded its members and those by whom its engagements are held, and whether the requirements of its charter and the law have been complied with in the administration of its affairs. The supervisor shall, as soon as practicable after such examination, forward a report of the result of such examination, together with such suggestions as to him may seem proper, to the president of such association. The refusal of any such corporation to permit the examination of its affairs as required by this act shall be a sufficient cause for the institution of proceedings to wind up its affairs, as hereinafter provided. The expenses of such examination shall be paid out of the building and loan supervision fund, but the amount to be charged therefor shall not exceed the sum of five dollars per day for the time actually expended in making the same, and the actual and necessary expenses incident thereto. (Laws 1897, p. 91.) SEC. 1390. Examiner's bond-oath-penalty. - Every examiner of building and loan associations appointed by the supervisor under the provisions of this article shall, before entering upon the duties of his appointment, give bond to the state of Missouri in the sum of $5,000, to be approved by the governor and filed in the office of secretary of state, conditioned that he will faithfully perform the duties of his office. The supervisor and all examiners appointd by him shall take and file in the office of the secretary of state an oath to support the constitution of the state, to faithfully demean himself in office, to make fair and impartial examinations; that he will not knowingly make an untrue report regarding any association examined by him, and that he will not accept any pay, directly or indirectly, for the discharge of any act in the line of his duty other than the remuneration allowed him by law. Any such examiner who violates his oath of office shall be deemed guilty of a felony, and, upon conviction, shall be imprisoned in the penitentiary not exceeding three years. (New section.) SEC. 1391. Supervisor to make annual report to governor.—The said supervisor shall, annually, on or before the first day of January in each year, report to the governor the financial condition of all associations doing business in this state. No association organized after the taking effect of this article shall be permitted to do business outside its home and immediately adjoining counties until it shall have assets equal to liabilities, undoubtedly good, of at least one hundred thousand dollars based on dues paid in. (Laws 1897, p. 91.) SEC. 1392. Duties and powers of supervisor when corporations are violating law.-If it shall appear to the said supervisor from any report of any such association, whether heretofore or hereafter organized, or from any examination made by him, or by theperson or persons appointed by him to make such examination, or from any knowledge or information in his possession, from whatever source obtained, that any such association has committed a violation of its charter or of law, or that said association is conducting its business in an unsafe and unauthorized manner, or that the assets of any such association are insufficient to justify the continuance of business by such association, he shall communicate the fact to the officers or directors of such association. Such officers or directors shall be allowed sixty days within which to make the assets sufficient or to correct any illegal practices; and in case such assets are not made sufficient or the illegal practices corrected within the time herein provided, or whenever it shall appear to the said supervisor that it is unsafe or inexpedient for any such association to continue to transact business, said supervisor shall institute proceedings in the circuit court in the city or county in which such association has, or had, its principal office, to enjoin or restrain such association. from the further prosecution of its business, either temporarily or perpetually, or for such injunction and the dissolution of such association and the settling and winding up of its affairs, or for any and all of said remedies combined, as the supervisor may deem necessary. (Laws 1897, p. 91.) SEC. 1393. Duty of attorney-general to conduct proceedings. Such proceedings shall be conducted by the attorney-general of the state, and in the name of the state of Missouri as plaintiff, at the relation of said supervisor. The jurisdiction of circuit court, and the processes, pleading and proceedings had in the cases instituted under this act, shall be the same as are now provided by law for the winding up and dissolution of insurance companies, so far as such provisions of law are applicable. The actual expenses of the attorney-general shall be paid out of the "building and loan supervision fund" in carrying out the provisions of this section. (Laws 1897, p. 91.) ARTICLE XI. BENEVOLENT, RELIGIOUS, SCIENTIFIC, FRATERNAL-BENEFICIAL, EDUCATIONAL AND MISCELLANEOUS ASSOCIATIONS. SECTION 1394. Who may be incorporated. 1395. How incorporated. 1396. May have benefit of foregoing sec- 1397. What associations may incorporate. 1400. May be formed to execute trusts. 1402. Shall keep a record. 1403. Shall make by-laws, etc. 1404. This section may be incorporated in charter, when-purpose and effect. 1405. May acquire property, how-appli 1408. Fraternal beneficiary association, 1410. Foreign associations. tained. How incorporated. Associations agents, when. shall not employ Contract of beneficiary to pay dues, effect of. Benefits not liable to attachment, execution or other process, etc. May provide for meeting of legislative body in any other statevotes of subordinate bodies in other states. Penalty for false and fraudulent statements. Penalty for refusing or neglecting Failing to comply with article, SEC. 1394. Who may be incorporated.—Any number of persons not less than three, who shall have associated themselves by articles of agreement in writing, as a society, company, association or organization formed for benevolent, religious, scientific, fraternalbeneficial, or educational purposes, may be consolidated and united into a corporation. Such articles of agreement may be organic regu lations, or a constitution, or other form of association, and any corporate name, not already assumed by another corporation, may be chosen as the title of the corporation: Provided, always, that the purpose and scope of the association be clearly and fully set forth. (R. S. 1889, § 2821-w.) SEC. 1395. How incorporated.—The persons holding the offices respectively of president, secretary and treasurer of the association, or other chief officers, by whatever name they may be (w) As to benevolent organization. 100 Mo. 36; 15 A. 597. Laws of a benevolent association form part of its contract with members. 26 A. 108. Pleasure club held to be created for educational purposes. 99 Mo. 552. Religious corporation defined. 27 A. 633. Effect of statutory limitation of beneficiaries. 59 A. 20. Validity of by-law for exemption from liabilities in cases of suicide. 59 A. 87; see 74 A. 490. Expulsion of member. 76 A. 387. Persons included in family of member of mutual benefit society. 67 A. 82. Insured in benefit society cannot divert the fund, how. 70 A. 161. Interest of beneficiary in certificate of a fraternal-beneficial association. 75 A. 402. As to deed to unincorporated company. 145 Mo. 622. Failure to pay dues as affecting one's "standing." 77 A. 47. Duration. 141 Mo. 29. Also see section 971, clause 1. known, shall submit to the circuit court having jurisdiction in the city or county where such association is located, the articles of agreement, with the petition praying for a pro forma decree thereon. If the court shall be of the opinion that such articles of agreement and the purposes of the association come properly within the purview of this article, and are not inconsistent with the constitution or laws of the United States, or of this state, the court shall enter of record an order to that effect, a certified copy of which order shall, by the clerk, be indorsed upon or attached to said articles. But no such order shall be made until such petition shall have remained on file in the clerk's office of said court for at least three days after said petition shall have been presented to the court; and whenever the judge to whom such petition shall have been presented shall entertain any doubt as to the lawfulness or public usefulness of the proposed corporation, it shall be his duty to appoint some competent attorney, as a friend of the court, whose duty it shall be to examine said petition and show cause, if any there be, on some day to be fixed by the court, why the prayer of said petition should not be granted, and said attorney shall not be confined in his examination to said petition and articles of association, but may introduce such testimony as may be available and proper in order to fully disclose the true purposes of the association; and upon the hearing thereof, the court shall make such further order granting or dismissing said petition as to it may seem best, and upon the granting of such petition, the petitioners shall cause the articles of agreement, with the certificate aforesaid, to be recorded in the office of the recorder of deeds of the county in which the association is located, and then filed in the office of the secretary of state. The secretary of state shall issue to the petitioners a certified copy of such articles of agreement, with the several certificates thereon as filed in his office, which certified copy shall be the charter of incorporation; and thereupon the petitioners, their associates and successors, shall be created and be a body corporate and politic, by the corporate name designated in such charter, and such charter, together with this article, shall be received in all courts and places as legal evidence of the incorporation of such association. (R. S. 1889, § 2822-x.) SEC. 1396. May have benefit of foregoing section, how. Any such society, order or association heretofore or hereafter incorporated under the provisions of the laws of this state, may avail itself of the benefits of the foregoing section (1408) by amending its constitution or articles of association or reincorporating thereunder, or by an amended constitution or amended articles of association in the manner prescribed by this act. (R. S. 1889, § 2824, amended, Laws 1897, p. 132.) SEC. 1397. What association may incorporate.-Any association formed for benevolent purposes, including any purely charitable society, hospital, asylum, house of refuge, reformatory and eleemosynary institution, fraternal-beneficial associations or any association whose object is to promote temperance or other virtue conducive to the well-being of the community, and, generally, any association formed to provide for some good in the order of benevolence, that is useful to the public, may become a body corporate and politic under this article; any association, congregation, society or church (x) 59 A. 264. |