The Saint Paul globe. (St. Paul, Minn.) 1896-1905, 1901-04-19

( or directors dishonest incompetent or neg
! ligent. the court may direct the removal OF
! such officers directors, or any of them, and
! may further require the public examiner to
| call special meeting OF the stockholders Of
| manner prescribed in its bylaws, for the pur-
| pose OF electug directors or officers to fill
| such vacancies as may exist by reason OF such
removal and for such other business as may
| properly come before such meeting. The Of
| ficers and directors elected at such special
| meeting shall hold Office until the next annual
! meeting OF such corporation, and until their
! successors are elected and qualified but no
officer or director who shall have been removed
| for cause shall be eligible to reelection.
| upon the election and qualification of such
! newly elected officers and directors the pub
! lie examiner shah forthwith relinquish the
books, records and assets OF such corpora ton
to its proper officers. II, at the close OF
such detailed examination as aforesaid it
shall appear to the public examiner that the
! corporation is unable to complete and fulfill
its contracts with its members, and that it
would be unwise and Improbable for such
corporation to continue to do business, he shall
file statement in writing with the attorney
general, setting forth the condition of such
corporation, with his reason for such pro-
ceedings. Whereupon the attorney general
snail apply to the said district court for AN
order TO show cause why the affairs OF such
corporation should not be wound up and set
tied for the best interests of all it's stock
holders, which order, If granted, shall be re
turnable not less than ten Q0) days from the
date of service thereof. If at the hearing
upon said order to show cause the court shall
ma lhat such corporation is unable TO com
plete and fulfill its contracts with its members
II
tlnue TO DO business, the court shall order and
direct that such corporation go into ltquida-
ton, and its affairs be wound up and set
tied under the direction of the court. And
the court shall thereupon vest the manage
ment and control OF such corporations in such
OF the directors or officers thereof as may be
best fitted in the Judgment OF the court to
settle and wind up the affairs Of such cor
poration. The Office of the remaining direc-
be declared vacant by the court; pro
Vided, that the court may remove all or
any Of the directors and officers of such cor
poratiOn in its judgment it shall be for
the best interests of the corporation to do so;
and upon the removal of all directors, the
court shall appoint as directors OF such cor
poraton not less than three (3) persons, at
least two of whom shall have been stock
holders for at least one year prior to the
date of such appointment; the persons in whom
the management of the affairs of such cor
poration is vested, as aforesaid, shall give
such bonds or fidelity insurance may be
required by the court Provided, that at least
two Of such directors shall reside in the State
of Minnesota. The court may, at any time,
for cause, as aforesaid, remove any or all
officers and directors. and appoint others as
aforesaid. Provided further that whenever the
number Of shareholders Of such corporation
shall be less than fifty (50l and their holdings
of. stock less than five hundred (50O) shares,
the court shall remove all officers and direct
ors Of such corporation and appoint one stock
holder residing in the State OF Minnesota, as
special commissioner, to wind UP its affairs;
and provided further, that all such Lquida-
ton shall be under the supervision of the
court. Such officers and directors shall re-.
port in such manner and at such times as
the court may direct
Any corporation governed by this act NAV
II ordered by majority vote of it's directors,
or a vote of three-fourths of its stock at
any regular or special meeting of its share
holuers voluntarily go, into liquidation; pro-
Vided that tho public examiner shall con-
sent IN writing thereto Notice Of such action
by the directors or stockholders, and the con-
sent of the public examiner shall be mailed
to each stakeholder OF such corporation, at
his last recorded address; and thererpcn such
may adopt such methods and measures as may
be lawful, equitable and just for the winding
up OF It's affairs, subject to the direction and
ConIfoI OF the pubic examiner; provided that
the methods so adopted shall as nearly as
may be, conform to the original plans and
objects OF such corporation; provided, also that
any change in such plans or methods shall
De approved by the public examiner before
being so adopted by such corporation; and it
Is further provided, that If it shall appear
TO be for the best interests of such corpora
ton, the board of directors may change the
plan OF loans TO definite time or times of
payment at rate of interest not exceeding
Che legal contract rate per annum, or NAV
sell or hypothecate eny or all of it's mort
cages for cash, at such times and on such
terms of settlement as may appear to the hest
interest Of such corporation
ANY such corporation in course of liquida-
ton shall have authority to consolidate with
any other corporation organized for the same
purpose upon such terms as may be agreed
upon ana authorized by the board Of direct
OTIS OF the respective corporations, the major
lty of the stock consenting thereto and to
transfer to such consolidated corporation its
entire assets, subject to existing liabilities
All expenses Of such liquidation whether.
voluntary or otherwise, including the COM
PehSat!on OF Officers employees and directors
Small pc PAID from the funds belonging to
such corporation. subject to the approval Of
the public examiner, in lieu of the expenses
provided for in section thirty 800 OF this act
And if such corporation shall have been or.
ganlzed under the laws OF any other state
or territory the public examiner shall file
his statement in writing with the attorney
general, setting forth the facts or particulars
in which said alleged violation or refusal
consists, which statement shall be rrima facia
evidence OF such violation or refusal: and
said attorney general shall upon Receiving
such communication, If, in his Judgment the
tacts OF the case are sufficient to warrant
sucu actlon' give notice to such corporation
that II is no longer authorized to do business
IN lhls state, by depositing such notice in the
RRCseodlce properly sealed and stamped adj
dressed TO said corporation, at its princinal
once IN the state where Incorporated and
thereupon said corporation shall cease to have
amy right in this state, and said notice NAV
De published in the same manner as provideS
In section fourteen Of this act
The proceedings prescribed in this secttoo,
I0 TOT the winding up and liquidation of the
a iIi OF corporations governed by this act
b th 70 eAclusiVe or any, remedies provided
10 general corporations.
sec. 81 All officers OF any building and
!odn association governed by this ect Cd
doing business in this state Who sign or in
Oorse cnecks or handle any funds Of c-ob
association, shall give such bonds or fdeiitv
FheiT
duties as the board of directors NAV reo,1ira
ana no such officer shall be deerna5 - ~
9utiieo 70 enter upon the duties Of his Office
9 g! MS BOND Is approved by the hoard of
dlrectcrs and the public examiner with wba W.
Such pond shall be filed; provided that
associati e.e a aLre may require of any
SAID bond or additional security tbereto o. %
suca increase OF said insurance as he NAV
peel1 necessary for the protection of the rnarn
pers. The penalty for the failure ~ g.
| ' S association to file and maintain The
p9llq rus or policy as required by the provisions
y I4o ofAs secuon' shall be fine of one hundre5
lI0O) dollars for each day such assoc ti On
ransacts business after such bond has baoo-
- %ue unuer tne provisions Of this act Said
pond or policy shall be held in trust for fba
cement ana protection of the members Of such
ASSOCIATION, and shall be enforoibIa bv 80
| accrue thereon ~ "Ntfoh sIIAil
Sec: p The name Building and Loan As
| soclatlon, as used in this act, shall innl11da
all corporations, societies. organize tto 4ri m
Soclauons doing a saving and loan or inyes@
| heft business on the building society MAJ
s wIeolec mutual or otherwise. and whether is,
| suing certlhcates Of stock which matura az
| a liked time in advance or not "'
Sec, rs. Amy officer, director, or agent of
| any foreign building and loan associafion Or
| any other person whatever who shall in ms G
state solicit subscriptions for the s+ocl, -
such ASSOCIATION, or VINO Shall sell or issfa
| OF ,knoWlngly cause to be sold, or issue to a
resident of this state any stock Of sIIot ~ d
soclatlon while such association shall NOT bsTa
| mad the certificate Of the public eva nina, ~,
! thorlZ1ng il to do business in this ste+h -
herein described, or has not deposited as res
CURED by this act, securities of the value
sli1 at the times herein prescribed. or before
S SIcn ASSOCIATION has complied with all the
provisions of this act or when said aseooia
ton shall have been notified and reonireG f.
discontinue business in this state as herein
DeIore provided, shall be guilty of misde-
nneah0r, and upon conviction thereof shall he
punished by a fine of not less than one hun
cree dred ( SLo0) collars or more than five hun
I SoVo) dollars or by imprisonment of not
1 1eS ro o4h ten Sl0) days nor more than six
y3 nlon 1 or both such fine and Imprisonment