or printed notice has been deposited in the post-office, properly directed to the post-office address of the shareholder. The association may by by-laws prescribe other penalties for a failure to pay the installments that may from time to time become due, but no penalty working forfeiture of stock, or the amount paid thereon, shall be declared against any shareholder until the personal demand, or written or printed notice above provided for, shall have been made. Whenever a share of stock shall be forfeited, such share shall then become the property of the association and may be reissued to any person not already holding a share. But any proceeds received from such reissue, over and above the amount due on said share, by the association, shall be paid to the delinquent shareholder. Payments, forfeiture, etc. Assignments, SEC. 111. Every assignment or transfer of stock on which there remains any portion unpaid shall be recorded in the books of the liability, etc. association, and each shareholder shall be liable jointly with the association as well as severally for the debts of the association to the extent of the amount that may be unpaid upon the share held by him. No assignor of a share shall be released from any such indebtedness by reason of any assignment of his share, but shall remain liable therefor jointly with the assignee and the association, or severally, until the stock is fully paid up. Every assignee of a share shall be liable for the amount unpaid thereon, the same as if he had been an original shareholder. No assignment shall be made to any person who already holds a share. No assignee or transferee of stock shall have any equitable or legal title in the same, or have the right to vote at any shareholders' meeting until such assignment or transfer shall be recorded as above provided for. On no question shall any shareholder have more than one vote. Division of SEC. 112. All dividends of profits made by any association incorporated under this act shall be made in proportion to the amount profits. of work performed, or product produced by each shareholder, and the association shall decide by by-law whether each shareholder's work or product shall be measured by the piece, or by the day or hour, or may classify the work, and measure some by the piece, some by the day, and some by the hour, as the exigencies of the case may demand. The association shall also provide by by-law how different kinds of piecework shall be rated, and how piecework shall be rated with day or hour work; shall provide how and by whom all kinds of work shall be received as properly executed from the shareholders for the association; shall provide the manner of giving out material to the different shareholders with which to work, and as to what position or location shall be assigned to each shareholder and by whom. Should any shareholder be dissatisfied with the decision upon his work, or with the material given him, or the position or location assigned him, he may appeal to the association at some regular meeting of the shareholders, whose decision shall be final. The association may provide by by-law how such appeal may be conducted. If in any kind of industry it should be impossible to assign all shareholders to equally advantageous positions or locations in work, the association may provide that shareholders shall periodically change places, or provide any other method of equalizing such matters in accordance with justice and equity. SEC. 113. It shall be unlawful for the association to hire any Employment person to engage in the principal business for which the associa- of labor. tion was organized to prosecute, it being the intent of this act that such labor shall be performed by the shareholders of the association to preserve the cooperative feature. It shall be lawful for any shareholder, in case he shall be detained from work by sickness of self or family, or very urgent business, to employ and furnish a competent substitute to perform such labor as would be assigned to the absent shareholder; and in such case the dividends shall be made to such shareholder the same as if he was present performing his labor himself. The association shall not be liable in any manner for the pay of such substitute. Death shareholder. of SEC. 114. Whenever any shareholder may die, his share shall become a personal asset of his estate, and may be sold by his legal representative to any person, or may be awarded as a dividend of the estate to any person competent to work the share, or to any devisee or legatee competent to work the share, not already a shareholder, and the same may be assigned or transferred in the same manner, and subject to the same regulations prescribed in section 9 [111] of this act. Such legal representative shall have the right to furnish a competent substitute to work the share of such deceased person for the space of two years after the death of the deceased, unless the same shall have been sooner sold, or awarded as an estate dividend, or devise or legacy, as in this section provided, and during the time such substitute may be furnished, such legal representative, for the use of the estate, shall be entitled to vote, receive dividends and shall inure to all the benefits to which the deceased if living and working his share would have been entitled. Whenever such share shall become a part of the widow's allowance in the course of the administration of the estate of any deceased shareholder, she may furnish a competent substitute to work such share, and shall be entitled to all privileges, dividends, etc., to which her husband would have been entitled, so long as she may desire to hold such share. She shall also have the privilege to sell the same whenever she may desire under the provisions of section 9 [111] of this act. Increase of SEC. 115. Any association licensed to operate under this act membership. may increase its membership of shareholders in such manner as it may by by-law provide, not inconsistent with any of the provisions of this act. Substitute. Power served. Powers re- SEC. 116. The general assembly hereby reserve the power to prescribe such regulations and provisions governing any and all associations incorporated under this act as it may deem advisable, such regulations and provisions to be binding on associations incorporated at the time such regulations may be made as well as those thereafter incorporated. sur viving charter period. Access books. to Failure to elect officers. Assessments. Liability for SEC. 117. All associations organized under this act, whose powers may have expired by limitation or otherwise, shall continue their corporate capacity during the term of two years for the purpose only of collecting debts due the association, and selling and conveying the property and effects thereof, and during such time shall be capable of prosecuting and defending suits in law or equity. The dissolution for any cause whatever, of any association incorporated under this act, shall not take away or impair any remedy given against such association, its shareholders, officers, or agents, for any liabilities incurred previous to dissolution. SEC. 118. It shall be the duty of the directors of any association to cause to be kept at its principal office, or place of business, in this State, correct books of account of all its business, and every shareholder of such association shall have the right at all reasonable times, by himself or his attorney, to examine the records and books of account of the association. SEC. 119. A failure to elect directors or officers, or both, on the day designated in the by-laws, or on the day for which notice was given for election, shall not have the effect of dissolving the association, but such election may be held at any time after proper notice. SEC. 120. All assessments or installments of the unpaid or partly unpaid shares of stock of any association shall be levied by the directors in accordance with the provisions of the by-laws, but any assessment or installment required to be paid shall be levied pro rata upon all the shares of stock. SEC. 121. If the indebtedness of any association shall exceed the indebtedness. amount of its capital stock, the directors and officers of such association assenting thereto shall be individually liable for such excess to the creditors of such association. Paying dividends when insolvent. SEC. 122. If the directors or other officers or agents of any association shall declare and pay any dividend, when such association is insolvent, or any dividend, the payment of which would diminish the amount of the capital stock, all directors, officers and agents assenting thereto shall be jointly and severally liable for all debts of such association then in existence and for all which shall thereafter be contracted, while they shall respectively continue in office. Meetings of SEC. 123. The board of directors shall hold stated meetings not less frequent than once each month, as may be provided by the directors. by-laws, and when such officers shall be present at any meeting, however called or notified, or shall sign a written consent on the record of such meeting, the acts of such meeting shall be as valid as if legally called and notified. All directors' meetings must be held within the limits of this State. Meetings of Quorum. By-laws, voting, etc. SEC. 124. The shareholders of every association shall hold regular meetings not less frequently than once each month as may be shareholders. provided by the by-laws, and shall be presided over by the president of the association, or in his absence the vice-president shall preside, and in his absence, the meeting may elect a president pro tempore, who shall preside during that meeting. It shall require a majority of all the shareholders entitled to vote, to be present, either in person or by written proxy, to constitute a quorum to transact business, but a smaller number may adjourn from time to time if they desire or until the next regular meeting. SEC. 125. No by-law shall be adopted, amended or repealed, except by an affirmative vote of a majority of all the shareholders entitled to vote. Such vote shall be taken by a call of the roll of shareholders by the secretary of the meeting, noting the responses, whether aye or no, opposite their respective names, and which vote shall be spread upon the records of the proceedings. Votes upon other questions may be viva voce, showing of hands, or a division of the house, unless three shareholders by themselves or proxy shall call for the ayes and noes, when in such case the roll shall be called and the aye and no vote taken. If in calling the roll upon any question, less than a quorum vote, the pending question shall still remain as undecided until a quorum shall vote upon the question. Any proposition to amend, repeal or enact any by-law must set forth the by-law as amended, or the one repealed or the new one proposed, and be read at large in open meeting and its consideration postponed until the next meeting, unless a majority of all the shareholders of the association shall, on an aye and no vote, be in favor of considering the question at once. 66 cause. SEC. 126. If any association or its authorized agents shall do or Forfeiture of refrain from doing any act which shall subject it to a forfeiture of charter for its charter or corporate powers, or shall allow any execution or decree of any court of record for a payment of money after demand made by the officer, to be returned, no property found," or to remain unsatisfied thirty days after such demand, or shall dissolve or cease doing business, leaving debts unpaid, suits in equity may be brought against all persons who are shareholders at the time, and liable in any way for the debts of the association by joining the corporation in such suit, and after the assets of the corporation shall have been exhausted, each shareholder may be required to pay his pro rata share of such debts to the amount of his unpaid stock, or to any extent to which he may by law have become individually liable. SEC. 127. Courts of equity shall have full power, on good cause Dissolution of shown, to dissolve or close up, or take charge of the business of insolvent associations. any association for the benefit of the creditors, to appoint a receiver therefor who shall have authority, by the name of the receiver of such association, (giving the name) to sue in all courts, and do all things necessary to close up its affairs, or to make the money charged against it and restore it back to the shareholders of the association, as may be commanded by the decree of court. Said receiver shall be a citizen of the State of Illinois, and shall enter into bonds, payable to the people of the State of Illinois, for the use of all parties interested, in such penalty and with such sureties as the court may, in the decree or order appointing the same, require. The following States have laws of this class: Alabama.-Code of 1907, sections 3573 to 3588. California.-Civil Code of 1906, sections 653a to 6531. Colorado.--Acts of 1913, chapter 62. Connecticut.-General Statutes of 1902, sections 3992 to 4001. Illinois.-Revised Statutes of 1905, chapter 32, sections 103 to 127. Indiana.-Acts of 1913, chapter 164. Kansas.-General Statutes of 1909, sections 1904 to 1906; Acts of 1913, chapter 137. Massachusetts.-Revised Laws of 1902, chapter 110, sections 7, 69, 70. Minnesota.-Revised Laws of 1905, sections 3073 to 3077; Acts of 1907, chapter 293. Montana.-Civil Code of 1907, sections 4210 to 4220. Nebraska.-Revised Statutes of 1913, sections 733 to 737. New Jersey.-Compiled Statutes of 1910, pages 1580 to 1584. North Dakota.-Acts of 1909, chapter 62. Ohio.-General Code of 1910, sections 10185, 10186. Pennsylvania.-Brightly's Purdon's Digest, pages 389 to 397. Washington.-Laws of 1913, chapter 19. Wisconsin.-Statutes of 1911, sections 1786e to 1786e-17. INDUSTRIAL POLICE. The appointment of special police at the request of individuals and corporations for the purpose of the preservation of order in or about specified places or for the protection of property is authorized by law in several States. Such police are to be appointed by the governor or other official, and are usually required to wear a badge bearing the words "Railroad Police," "Steamboat Police," "Coal and Iron Police," or the like. They are to be paid by the parties requesting their appointment, but are subject to the order of the State or local authorities. Such persons may or may not be employees of the person or corporation applying for their appointment as police officers. Laws conferring on railroad conductors, etc., the power of making arrests of disorderly persons on their trains, and laws providing for the appointment on motion of the proper authorities of added officers of the peace in time of riot or other disorder, are not considered under this head. CONNECTICUT. The provisions of the statute of Connecticut as to the appointment of special officers for the protection of industrial property and the maintenance of order in the vicinity, are here reproduced as representative of this class of laws: GENERAL STATUTES, 1902. SECTION 77 (as amended by chapter 51, Acts of 1907). The governor may, from time to time, upon the application of any railroad, street railway, or steamboat company, engaged in the business of transportation in this State, or upon the application of any corporation owning or having control of the roads in any private residence park, commission, during his pleasure, one or more persons designated by such company or by such corporation, who, having been duly sworn, may act, at the expense of such company or corporation, as policemen upon the premises used by such company in its business, or upon its cars or vessels, or upon the roads and land owned or under the control of such corporation, and every policeman so appointed may arrest any person in his precincts for any offense committed therein and take such person before some proper authority. When any such commission is issued or revoked, the executive secretary shall notify the clerk of the superior court of each county in which it is intended that such policemen shall act. SEC. 79. Every such policeman shall, when on duty, wear, in plain view, a shield bearing the words “railroad police," ," "street railway police," or "steamboat police," as the case may be, and the name of the company for which he is commissioned. SEC. 1887. No person not a citizen of this State shall be appointed a special constable or policeman. But this provision shall not be construed to prevent the governor appointing any regular employee of any railroad or steamboat company a special officer. The laws of other States on this subject are noted in order. CALIFORNIA. An act of 1901 reproduced in Sims's Penal Code of 1906, page 652, authorizes the Governor of the State, on application of any railroad or steamboat company, to appoint persons designated by such company to serve at its expense as peace officers, the company designating such person or persons to be responsible civilly for any abuse of their authority. Such policemen when on duty are required to wear in plain view a shield bearing the words "Railroad Police or "Steamboat Police," together with the name of the company employing them. INDIANA. Section 3871 of Burns's Annotated Statutes, 1901, authorizes the commissioners of public safety in any city having a population of 100,000 or within a county where such cities are located either to detail regular patrolmen of the police or fire forces or to appoint any additional number of special policemen or firemen to special duty on the application of any person or corporation, the parties applying for the same to pay to the city for the service of such persons at the regular per diem rates. Such special appointees are to be subject to orders of the regular officers and to exercise the powers, privileges, and duties of regular appointees. MARYLAND. Sections 406 to 410 of article 23 of the Annotated Code of 1911, provide that corporations owning or leasing any railroad, steamboat, canal, furnace, colliery, or rolling mill in the State may jointly or severally apply to the governor to commission such persons as they may designate to act as policemen for the protection of their |