Authorized capital stock. No. of shares. No. of members No. of borrowers No. of mortgage loans for year.. Amount of mortgage loans for year. No. of foreclosures since organization. No. of shares last report... No. of shares issued since last report.. No. of shares canceled since last report Plan of distribution. No. shares loaned on No. shares free Ratio of salaries to total receipts.. Ratio of expenses (including salaries and taxes) to total receipts. Surrender value of all shares... $50,000,000 00 500,000 2,866 309 46 $88,007 89 28,822 15,699 14,314 $27,729 14 Dexter. 6,226 23,981 .32 per cent. 1.41 per cent. $451,207 04 658,103 00 328,685 00 827,895 68 1,814,683 68 Premium.. Installment. LAWS OF THE STATE OF CALIFORNIA, FOR THE FORMATION, GOVERNMENT, CONTROL, AND EXISTENCE OF BUILDING AND LOAN ASSOCIATIONS. Compiled by WICKLIFFE MATTHEWS, Esq., Attorney-at-Law, and Secretary of the Commonwealth Mutual Building and Loan Association, of San Francisco, 402 Montgomery Street, rooms 18 and 19, San Francisco, California. 1. Corporation Defined. A corporation is a creature of the law, having certain powers and duties of a natural person. Being created by the law, it may continue for any length of time which the law prescribes." (Section 283, Civil Code.) 2. A Building and Loan Association is a Private Corporation. Private corporations may be formed by the voluntary association of any five or more persons in the manner prescribed in this article. A majority of such persons must be residents of this State. (Section 285, Civil Code.) 3. Name of Instrument Creating Corporation. The instrument by which a private corporation is formed is called "Articles of Incorporation." (Section 289, Civil Code.) 4. Articles of Incorporation—What to Contain. Articles of incorporation must be prepared, setting forth: Second-The purpose for which it is framed. Third-The place where its principal business is to be transacted.a Fourth-The term for which it is to exist, not exceeding fifty years. Fifth-The number of its Directors or Trustees, which shall not be less than five nor more than eleven, and the names and residences of those a The law limits the time to fifty years. b In all Building and Loan Associations organized after the 31st day of March, 1891, the words "Mutual Building and Loan Association" shall form part of the name of every such corporation. (Abstract from Section 633, Civil Code, and from the Act approved March 31, 1891.) Of Building and Loan Associations organized prior to March 31, 1891, it is not necessary that the words "Mutual Building and Loan Association" shall form part of the name of such corporation. In Building and Loan Associations organized after March 31, 1891, the articles of incorporation, in setting forth the purposes for which the corporation is formed [framed] shall state that it is formed to encourage industry, frugality, home building, and savings among the stockholders; the accumulation of savings; the loaning to its stockholders of the funds so accumulated, with the profits and earnings; and the repayment to each stockholder of his savings and profits when they have accumulated to a certain sum, or at any time when he shall desire the same, as provided in the by-laws or when the corporation shall desire to repay the same; and shall also state that it is formed for all the purposes specified in this title (Title XVI, Part IV, Division 1st, of the Civil Code). In Building and Loan Associations incorporated prior to March 31, 1891, it was not necessary that all of the foregoing should have been inserted. In incorporating under a general law, a strict compliance with all the requirements of the statutes in matters of detail is not essential, and the proceedings will not be invalid for slight defects or omissions. (S. V. Waterworks vs. San Francisco, 22 Cal. 434; who are appointed for the first year. * * *And provided also, That any time during the existence of corporations for profit, the number of Directors may be increased or diminished by a majority of the stockholders of the corporation to any number not exceeding eleven nor less than five, who must be members of the corporation, whereupon a cer❤tificate stating the number of Directors must be filed as provided for in Section 296, for the filing of the original articles of incorporation. Sixth-The amount of its capital stock; and the number of shares into which it is divided." Seventh-If there is a capital stock, the amount actually subscribed, and by whom. (Section 290, Civil Code.) 5. Articles of Incorporation to be Subscribed and Acknowledged. The articles of incorporation must be subscribed by five or more persons, a majority of whom must be residents of this State, and acknowledged by each before some officer authorized to take and certify acknowledgments of conveyances of real property. (Section 292, Civil Code.) 6. Articles of Incorporation to be Filed with County Clerk and Secretary of State. Upon filing the articles of incorporation in the office of the County Clerk of the county in which the principal business of the company is to be transacted, and a copy thereof certified by the County Clerk, with the Secretary of State, the Secretary of State must issue to the corporation, over the great seal of the State, a certificate that a copy of the articles containing the required statement of facts has been filed in his office, and thereupon the persons signing the articles, and their associates and successors, shall be a body politic and corporate, by the name stated in the certificate, and for the term of fifty years, unless it is in the articles of incorporation otherwise stated. (Abstract from Section 296, Civil Code.) 7. Certified Copy of Articles of Incorporation Prima Facie Evidence. A copy of any articles of incorporation filed in pursuance of this chapter, and certified by the Secretary of State, must be received in all Ex Parte S. V. W. W., 17 Cal. 132; People vs. Stockton Railroad Company, 45 Cal. 306; Roman Catholic Orphan Asylum vs. Abrams, 49 Cal. 455.) But a substantial compliance with the requirements of the Act by the persons seeking to derive the benefits of incorporation must be observed, and the omission of essential steps will be fatal. (Mokelumne Hill Manufacturing Company vs. Woodberry, 14 Cal. 424; Harris vs. McGregor, 29 Cal. 124; People vs. Selfridge, 52 Cal. 331.) The omission to state the place where its principal place of business is to be transacted is fatal. (Harris vs. McGregor, 29 Cal. 124.) a In Building and Loan Association corporations organized prior to March 31, 1891, the capital stock could be placed at any sum that was desired or named in the articles of incorporation. Those organized after the 31st day of March, 1891, cannot have a capital stock exceeding $2,000,000. b Building and Loan Association corporations organized prior to the 31st day of March, 1891, could fix the value of their shares in any sum not exceeding $200 each, payable in periodical installments. (Section 639, Civil Code, amendment approved March 30, 1874. Amendments 1873-4, page 217; took effect July 1, 1874.) Those organized after March 31, 1891, can only fix their shares of the par value of $100 or $200 each, as shall be provided in the articles of incorporation, and fixed by the by-laws. (Section 634, Civil Code, and the amendments of 1891, page 253; approved March 31, 1891.) The statutes in regard to filing the articles of incorporation must be followed, in order to create the corporate existence of the association. (Bigelow vs. Gregory, 73 Illinois, 197.) |