cannot agree with said corporation upon the proper compensation to be paid, or in case the owner is incapable of contracting, unknown or a non-resident of the state, then the said property may be taken by said bridge corporation in the same manner that is provided for by law in relation to the appropriation and valuation of lands taken for telegraph, macadamized, graded, plank and railroad purposes. (R. S. 1889, § 2804.)

SEC. 1353. Id. Rights and privileges.-Any bridge corporation organized under this article shall have the right to issue bonds or other evidences of indebtedness, negotiate loans for the construction of said bridge, secure such indebtedness by deed of trust or mortgage on the property of said corporation, and may consolidate its franchises and property with those of any bridge corporation within this state, or any corporation within an adjoining state, the bridges of which corporations connect. (R. S. 1889, § 2805.)

SEC. 1354. Merchants' and mechanics' exchange companies, rights, powers and privileges of.-Whenever any corporation organized under this article for the purpose of erecting buildings to be used as a merchants' or mechanics' exchange, in any city having over thirty-five thousand inhabitants, shall have selected for the location of its buildings any piece or parcel of land, not exceeding one block in extent, in such city or town, and the municipal authorities thereof shall have approved such location, or the persons owning the major part in value of the real estate covered by said location shall have consented to sell the same to said company, then, and in either of said events, and in case any owner of any real estate in said block, or of any interest therein, cannot agree with said company upon the proper compensation to be paid, or in case such owner is incapable of contracting, unknown, or a non-resident of the said state, said property shall be taken by said company in the same manner as provided for by law in relation to the appropriation and valuation of lands taken for telegraph, macadamized, graded, plank or railroad purposes: Provided, that in assessing the value of the property to be condemned under the provisions of this section, the benefits or advantages of the erection of such exchange buildings, which may accrue to the owner or owners of the property condemned or adjoining thereto, shall not be taken into consideration; but the value of the same shall be truly determined without regard to any such advantages or benefits, whether real or supposed; and said municipal authorities may also, by ordinance, abolish any alley running through any such block of ground so selected as aforesaid within the limits of their municipal corporation, and convey to said company, on such terms as may be agreed on, the land on which said alley is laid out, if the land on both sides of said alley throughout its whole length is owned by said company. (R. S. 1889, § 2806.)

SEC. 1355. Street railroads may change motive power. Every street railroad company in any city of this state, which, by its charter or articles of association, is or may be only authorized to use horse-power for its operation, is hereby empowered to also use such other motive power for that purpose as it has been or may be permitted by the ordinances of such city to use. (R. S. 1889, § 2807.)

SEC. 1356. How incorporated.—Any number of persons, not less than twenty-five, who are residents of this state, and who shall have associated themselves together by an agreement in writing, such as is hereinafter described, with the intention to constitute a corporation for the purpose of assisting each other, and all who may afterward become associated with them, in acquiring real estate, making improvements thereon and removing incumbrance therefrom, by advancing to its members out of a fund accumulated by the payment of periodical installments or otherwise, a sum equal to the par value of their shares, and for the further purpose of accumulating the savings of its members to be returned to such of its members who do not obtain advances for any of the purposes above mentioned, when the savings and the profits arising therefrom shall amount to a certain sum per share, to be specified in the articles of agreement, shall become a corporation on complying with the provisions of this article, and shall remain a corporation, with all the powers and privileges, and subject to all the duties, limitations and restrictions, conferred by general laws upon corporations, except as hereinafter otherwise provided. (Laws 1895, p. 105-m.)

SEC. 1357. What articles of agreement shall set forth. Said articles of agreement mentioned in the foregoing section shall set forth:

First-The name of the proposed corporation, which shall not be the same as the name of any corporation already incorporated in this

(m) Incorporators of building association cannot be exempted from paying incorporation tax required by constitution. 95 Mo. 193. In absence of by-law or charter or express contract one stockholder should not be given preference over another in distribution of proceeds of insolvent association. 140 Mo. 566. Stock, how taxed. 145 Mo. 50. Where association exceeds its corporate powers its franchise may be declared forfeited. 142 Mo. 325.

state for similar purposes and actually carrying on business, nor so nearly the same as to be liable to be mistaken therefor. The words "building and loan association," or "savings and loan association," shall form part of the name of every corporation created under this article.

Second-The name of the city or town and county in which such association is to be located.

Third-The limit of the capital to be accumulated, the number of shares into which it is divided and the par value of each share, the number of shares subscribed for, which shall not be less than thirty in number, and that the first month's dues have been paid thereon.

Fourth-The names and places of residence of the several incorporators, and the number of shares subscribed by each.

Fifth-The number of directors and the names of those agreed upon for the first year.

Sixth-The number of years the corporation is to continue, which in no case shall exceed fifty years.

Seventh-The purposes for which the corporation is formed.

The articles of agreement shall be signed and acknowledged, as required by law in the case of deeds conveying real estate, by any ten of the parties thereto, and shall be recorded in the office of the recorder of deeds in the county or city in which the corporation is to be located; and a copy thereof, certified by the said recorder to be a correct copy of the same as filed in his office, shall be filed in the office of the secretary of the state. (R. S. 1889, § 2809, amended, Laws 1895, p. 105.)

SEC. 1358. Adoption of by-laws.-The shareholders of such corporation may make and adopt all necessary by-laws, rules and regulations for the government of the affairs and business of the corporation, provided that the same shall not be inconsistent with the constitution or laws of the state. A copy of such by-laws, rules and regulations shall be filed in the office of the state treasurer. Unless corpora

tions organized hereunder shall engage in business as provided in this article within two years after the date of the issuing of the certificate of incorporation, such certificate shall be deemed revoked. (Laws 1895, p. 105.)

SEC. 1359. Election and qualification of officers and directors.-The number, title and functions of the officers of any corporation created by virtue of this or any previous article, their terms of office, the time of their election, as well as the qualification of electors, and the time of each periodical meeting of the officers and shareholders of such corporation, shall be provided for in the by-laws. No person shall be eligible to become or shall continue a director unless he shall be the owner of at least two share of the capital stock of such corporation, and not delinquent in any manner upon any payments due from him to said corporation. Any proxy dated prior to six months before the annual meeting of any association, as provided in its by-laws, shall be void. All officers of any building, loan and savings association (except the president and vice-president) doing business in this state, whether created under this article or any previous laws of this state, who have the custody or handling of, sign or endorse checks, or any of the funds or securities of such association, shall give such security for the faithful performance of their duties

as the by-laws may require, and no such officer shall be deemed quali fied to enter upon the duties of his office until such security is ap proved by the board of directors and the circuit court in the county in which the main office of the association is located. All such bonds shall be filed with the supervisor of building and loan associations, or some depository designated by him: Provided, that the supervisor of building and loan associations may require of any officer at any time such additional security, or such increase of said bond, or new bond, as he may, upon sufficient cause shown, deem necessary for the protection of the corporation and its members. The penalty for the failure of any association to file and maintain security furnished by its officers, as required by provisions of this section, shall be a fine of ten dollars ($10) for each day such association shall transact business after the time such bond should have been given and deposited under the provisions of this article, which penalty, when collected, shall be paid into the state treasury and credited to the building, loan and sav ings association fund in the state treasurer's office. (Laws. 1895, p. 105, amended—n.)

SEC. 1360. Corporations not to expire from neglect.-No corporation created under this article shall cease or expire from neglect on the part of such corporation to elect officers at the time mentioned in the charter or by-laws, and all officers elected by such corporations shall hold their respective offices until their successors are duly elected. (R. S. 1889, § 2815, amended, Laws 1895, p. 105.)

SEC. 1361. Powers.-The object of such corporation shall be the accumulation of a capital in money, to be derived from payments by its members in periodical installments or otherwise, at such time and in such manner as shall be provided in the by-laws, and from the profits and accumulation arising from the investment of such payments. The capital so accumulated by any corporation created by virtue hereof shall not exceed in the aggregate and full ultimate value the sum of ten million dollars, and shall be divided into shares of equal value; the ultimate value of such shares shall not exceed one thousand dollars. Said capital may be issued in full paid, prepaid or installment shares, in such amounts and at such times and in such manner as may be provided in the by-laws. Payments of dues or installments on shares shall commence and date from the time provided in the bylaws. There shall be issued to every shareholder a certificate signed by the president and secretary of the corporation, and evidenced by its corporate seal, setting forth distinctly and clearly the class of stock for which he has subscribed, and the provisions in the by-laws relating to stock of the class, the interest which it may draw, and the withdrawal value which it may have at any timé, and also the time when the said stock shall be withdrawable. Such certificate shall be deemed in all courts of justice to be a contract between the corporation and the shareholder, and shall determine at all times the liability of the corporation to the holders of its shares. It shall be subject to a lien in favor of the corporation for the payment of unpaid installments, fines and other charges incurred thereon, under the provisions of the charter and by-laws. The by-laws may prescribe the form and manner of enforcing such lien. New shares may be issued in lieu of any shares withdrawn, redeemed, canceled or forfeited. Said capital, as accumulated, shall from time to time be loaned or advanced to

(n) Stockholder may maintain suit to restrain directors, when. 134 Mo. 32.

members of the corporation, who shall give security for the prompt and continued payment of all dues, interest, premium and fines, until each of the shares so advanced upon shall reach the ultimate and full value thereof. (Laws 1895, p. 105-0.)

SEC. 1362. Loans or advances, how made. The moneys accumulated from payments on account of stock, interest, premiums and fines, as aforesaid, or from any other source whatsoever, after due allowance made for all necessary and proper expenses, and subject to the provisions hereinafter in section 1370 contained and set forth respecting the withdrawal and cancellation of shares, may, at times provided in the by-laws, be offered to such shareholder or shareholders who shall bid the highest premium for the preference or priority of right to have a loan or advance of a sum equal to the ultimate value of one or more of his or their respective shares; and such shareholders so bidding the highest premium as aforesaid shall be entitled to receive a loan or advance of a sum of money equal to the full value of each share held by him, in the method provided for in the by-laws of such association; the said premium bid may be deducted in gross from the amount of the loan, or may be charged, and required to be paid in proportionate amounts or installments, at such time during the existence of the shares of stock loaned or advanced upon as may be provided in the by-laws of the association: Provided, that where the stock of an association is issued in series, or at different times, in such manner that all said stock will not mature at the same time, then the borrower shall pay only such proportion of the full premium as the number of months his stock lacks of being one hundred and twenty months old, bears to one hundred and twenty months. Said association may provide in its by-laws that the bid for loans at its stated meetings, instead of a premium, shall be a stated rate of annual interest upon the sum desired, payable in periodical installments; such bids shall be the interest to be paid during the whole period of the loan or advance. A shareholder shall be entitled to borrow such fractional part of a share as the by-laws may provide. In case there shall be a balance of money remaining undisposed of at any stated meeting, the directors may, at their discretion, loan the funds so remaining on hand to others than stockholders on the security of prime unincumbered real estate: Provided, that any such association may, by its by-laws, dispense with the offering of its money for bids, and in lieu thereof loan or advance its money to members at such a rate of interest or interests and premium as may be provided by the by-laws, such premium to be paid in gross installments. (R. S. 1889, § 2812, amended, Laws 1895, p. 105-p.)

SEC. 1363. Premiums.-Premiums for loans or advances as aforesaid shall consist of a percentage on the amount to be loaned, advanced or borrowed, and shall be a charge, in addition to interest as aforesaid, on the amount loaned, and said premium shall be deemed and taken to be a consideration or bonus paid by the borrower for the present and immediate use and possession of the future or ultimate value of the shares so pledged, and shall, together with interest and fines paid, be received by said corporation as a profit on the amount of capital invested in said loan, and shall be ratably divided and dis(0) Association cannot fix arbitrary period within which shares of members shall mature. 147 Mo. 343; 134 Mo. 32.

(p) Loan on personal security not void. 73 A. 551; 134 Mo. 32.