Election of trustees, &c. Organization of board. Annual meeting. Vacancies, how filled. Oath. subscription to the capital stock of such corporation, and when the same is fully and bona fide subscribed, the corporaters shall, upon at least three days' notice, personally served upon each stockholder, or ten days' public notice, proceed to call a meeting of the stockholders, at a place specified in the notice, for the purpose of the organization of said corporation. At said meeting the stockholders shall proceed to elect by ballot, from their number, five trustees, who shall hold their office until the first annual meeting of said corporation, and until their successors are elected and qualified. At all meetings of the stockholders, each stockholder shall be entitled to one vote for each share of stock by him subscribed and held; provided, that no stock shall be voted upon on which any assessment is due and unpaid. SEC. 6. The board of trustees, after being duly qualified, shall organize by the election from their number of a president and vice president, and shall also elect a secretary and treasurer, which office of secretary and treasurer may be held by the same person, and may elect or appoint persons to such subordinate offices or positions as they may deem necessary, which offices shall be held subject to the pleasure of the trus tees or a majority thereof. SEC. 7. The annual meetings of the corporation shall be held at the time fixed in the certificate of incorporation, in each year, at the office of the association, at which meeting the stockholders shall elect the number of trustees required by the by-laws of the association, (but not less than five) in the manner hereinbefore provided, who shall hold their offices for one year, and until their successors are elected and qualified, and who shall organize in the manner hereinbefore provided. At each annual meeting the trustees shall make full report of the business for the preceding year, and its present financial condition. If from any cause such annual meeting shall not be held on the day specified, or no election made or completed, such meeting or election may be held on any subsequent day, on ten days notice given thereof in some newspaper printed in and of general circulation in the county in which such association is located. SEC. S. All vacancies in the offices of president, vice president, secretary, treasurer, or trustee, by death, resignation or otherwise, shall be filled by the remaining members of the board of trustees, at their first meeting after such vacancy shall occur, by a majority vote. The trustees shall take and subscribe an oath to support the constitution of the United States, the constitution of the state of Ohio, and to faithfully discharge the duties of their office, and, so far as in their power, to cause the affairs and business of the corporation to be honestly, diligently and faithfully conducted; which oath and certificate thereof shall be duly recorded in the records of the association. The stockholders may, at any annual meeting, increase or decrease (but not below five) the number of trustees, by a two-thirds vote of the stock represented and voting. Stockholders may vote by proxies, duly authorized in writing. SEC. 9. The board of trustees of said corporation shall By-laws, have power from time to time to make and establish such by- rules and laws, rules and regulations, as they shall judge proper, for regulations. the election of officers, for prescribing their respective duties and functions, and the mode of discharging the same; for the regulation of the times of meeting of the officers and trustees; and prescribe the terms on which deposits shall be received and paid out; and, generally, for transacting, managing and conducting the affairs and business of the corporation: Provided, that such by-laws and regulations are not repug nant to this act, or to the constitution or laws of the state of Ohio or the United States; and such portion of said rules and regulations as relates to the receipt and payment of deposits and the interest thereon, shall be written or printed in the pass book of depositors, which shall not be altered so as to affect any deposit previously made, and shall be obligatory on such depositors. SEC. 10. The officers of such corporations, other than trustees, shall, before entering upon the discharge of their duties, give bonds to the corporation, to the amount required by the trustees, with security to their approval for their fidelity and good conduct, and for the safe-keeping and appropriation of the funds of the association, and of all such sums of money as shall be placed in their charge by the depositors or others, and the trustees may require an increase of the amount of said bonds whenever they may deem it necessary. SEC. 11. Whenever any deposit shall be made in a savings and loan association created by this act, by a minor, or a female being, or thereafter becoming a married woman, the same shall be held for the exclusive right and benefit of such depositor, free from the control or lien of any person, except creditors, and shall be repaid to the person making the deposit, and the receipt or acquittance of such minor or female shall be a sufficient release and discharge to the corporation for such deposit. SEC. 12. No trustee or other officer of such corporation shall borrow or use the funds of the corporation, except to pay the necessary and current expenses, to an amount greater than one-half of the amount of the stock by him owned or held; nor shall any officer or trustee be surety or in any manner an obligor for money borrowed of or loaned by the corporation to others. Officers to give bonds. Loans by minors or females. Trustees re tricted in use of funds. What real estate may be held. SEC. 13. That the real estate which it shall be lawful for such corporation to acquire, hold and convey, shall be only such as is necessary and convenient for the transaction of its business, and such as it may find necessary to purchase at judicial sale or otherwise, to secure debts due it; nor shall it hold any real estate purchased to secure debts due it for a longer period than five years; and in all cases of loans upon real estate, the expense of searches, examination of certifi cates and recording papers, shall be paid by the borrower. SEC. 14. The general business and object of the corpora- Deposits, &c. tions created by and organized under the provisions of this act, shall be and they are hereby authorized to receive on deposi', or sale keeping or making investment thereof, all Interest. Increase of sums of money that may be offered for that purpose by tradesmen, clerks, mechanics, laborers, minors, or any other person or persons, or by any religious, charitable or muni cipal corporations or societies, or that may be ordered to be deposited by any court in the state, having custody of moneys, and make investment thereof in the manner herein provided; credit and pay such rates of interest thereon as may be agreed upon, not exceeding the rate allowed by law; and they may purchase and sell promissory notes, drafts and bills of exchange, at such rates as may be agreed upon; and to transact such other business as properly pertains to the business of such associations, not forbidden by the constitution and laws of this state. SEC. 15. The stockholders of the corporation may increase the capital stock thereof at any annual meeting or special capital stock. meeting called for that purpose, by notice served personally on each stockholder, or public notice thereof given for thirty days prior thereto, by a vote of two-thirds of the stock rep resented and voting at such meeting. In case such increase of stock shall be voted, the trustees shall make a certificate thereof, under their hands and seals, and transmit the same to the secretary of state, who shall record and preserve the same in his office, and transmit a copy thereof to be recorded as in the case of the original certificate required by this act: Provided, that the stockholders at the time of such increase, shall each be entitled to a pro rata share of such increase, upon the payment of the par value thereof; such right to be forfeited, however, if the amount shall not be paid within thirty days of the time fixed by the trustees therefor by public notice. How funds may be invested. Interest on loans, &c. SEC. 16. That the said corporations shall have authority to invest their funds in the purchase of the stocks, bonds or treasury notes of the United States; the stocks or bonds of this state; the bonds of any municipal or other corporation of this state, issued pursuant to the authority of law; the stocks or bonds of any state in the Union that has, for five years previous to such investment being made, regularly paid the interest on its legal bonded debt, in lawful money of the United States; bonds issued by county commissioners pursuant to law; in bonds or notes secured by mortgages on unincumbered real estate situated in the county where the association is located, or in an adjoining county, worth, exclusive of buildings, at least double the amount loaned thereon, (but not to exceed fifty per centum of the deposits and capital stock paid in, shall be so loaned or invested on real estate security;) or in such other manner as may be deemed appropriate and safe; and such association may take, receive, reserve and charge on any loan or discount made upon any note, bill of exchange or other evidences of debt, interest at the rate allowed, or that may be allowed, by the laws of this state; and that the interest may be reserved or taken in advance at the time of making the loan or discount, and that in the purchase, discount or sale of a bill of exchange, payable at another place than the place of such purchase, dis count or sale, the current rate of discount or premium may be charged and received in addition thereto. Liabilities SEC. 17. The total liabilities to any association formed under the provisions of this act, either as principal debtor, restrictel. or as security or endorser for others, of any person, company, corporation or firm, for money borrowed, including in the liabilities of a company or firm the liabilities of the several members thereof, shall at no time exceed one-fifth part of the capital stock of such association actually paid in: Provided, that the discount of bills of exchange drawn against actually existing values, and the discount of commercial or business paper actually owned by the person or persons, corporation, company or firm negotiating the same, shall not be considered as money borrowed. SEC. 18. The trustees shall have power, by their by-laws, Dividends. as often as they may deem proper, to make and declare dividends of the profits of said corporation, after paying its expenses, and reserving and setting aside from the net profits of the institution not less than one-tenth part thereof, to be held and invested as a surplus fund to meet any contingency in its business, which reservation shall continue until such surplus shall be equal to at least twenty per cent. of the amount of the full capital stock. The dividends authorized herein shall be payable to the shareholders within ten days from the time the same are so declared. SEC. 19. That each stockholder of any such association Liability of shall be liable to an amount equal to the amount of stock stockholders subscribed and owned by such stockholder, in addition to said stock, for the purpose of securing the creditors of said association. SEC. 20. When any savings and loan association, organized under the provisions of this act, shall cease to do business, or the trustees thereof shall determine to close up its affairs, the assets of said association shall be distributed and disbursed by the trustees or other designated persons, as follows: 1st. In payment of depositors. In payment of the debts of said corporation. 3d. The remainder shall be distributed proportionately among the shareholders. SEC. 21. The trustees of all associations organized under the provisions of this act shall, within six months from and after the incorporation of such association, notify the auditor of state of the date of the organization thereof, and shall within ten days after the annual meeting thereof in each year, make, under oath, a complete statement of the condition of said association, showing the amount of deposits and capital stock, the amount of the investments, and specifying the character of the same, which statement shall be filed with the auditor of state, and published in his annual report. The trustees shall also cause said statement to be published in one or more newspapers of general circulation in the county where such corporation shall be located. Disposition offassets on closing up. Auditor of state to be notified, &c. Exemption from provis ions of a certain law. Acts repealed Proviso. 96 SEC. 22. The corporations organized under the provisions of this act shall not be subject to the provisions of the act entitled "An act to prevent the use of the names of 'savings societies, societies for savings,' savings banks,' and 'banks for savings,' by unauthorized parties," passed May 15, 1868. SEC. 23. That the act entitled "An act to incorporate savings societies," passed April 16th, 1867, (S. & S., 188), also "An act to amend an act entitled an act to incorporate savings societies," passed March 19th, 1868, (S. & S., 193), be and the same are hereby repealed: Provided, however, that all institutions organized under said acts, may continue their business under said acts, and without any prejudice to any rights acquired; and provided, also, that such institu tions and other savings and loan institutions, organized under the laws of this state, may, if they so elect, continue their business under this act, by signifying such election under their seal to the secretary of state, (who shall record the same, and his certificate be evidence thereof,) and conforming their action thereto. SEC. 21. This act shall take effect and be in force from and after its passage. N. H. VAN VORHES, Passed February 26, 1873. President of the Senate. Gas works to be erected on grounds of penitentiary. Warden and directors a committee for erection thereof. AN ACT To authorize and direct the Warden and Directors of the SECTION 1. Be it enacted by the General Assembly of the State of Ohio, That the warden and directors of the penitentiary proceed immediately to erect gas works upon the grounds belonging to said penitentiary, with capacity sufficient to supply the penitentiary, state house, deaf and dumb asylum, and blind asylum; and should the said warden and directors aforesaid deem it necessary to more speedily and economically accomplish the object aforesaid, they are hereby authorized to and empowered to employ a suitable person to devise and perfect the necessary plans for the construction of the same, and the said warden and directors of the penitentiary shall, in the construction of said gas works, use convict labor not otherwise contracted for, so far as they may deem that the same may be used to advantage. SEC. 2. The warden and directors of the penitentiary shall constitute a committee, whose duty it shall be to procure and have laid the necessary gas pipes and fixtures from the penitentiary to the state house, deaf and dumb asylum, |