Sec. 21. Any association organized, or which may hereafter be organized, under chapter 72 of the acts of the 33rd Legislative Assembly of this territory, approved March 16, 1899, entitled "An Act relating to building and loan associations and providing penalties for failure to comply therewith, and repealing all acts in conflict therewith," having assets of not less than one hundred thousand dollars ($100,000.00) invested in first mortgages on improved real estate in this territory, of which assets no less than seventy-five thousand dollars ($75,000.00) shall have been accumulated from dues or assessments and profits on the shares of the capital stock of such association, may be reincorporated under the provisions of this act and when so incorporated shall have all the powers herein before and hereinafter conferred, upon the stockholders of such association unanimously expressing their wish so to do in writing, or unanimously expressed by a vote at a meeting of the stockholders to be held on thirty days' written notice mailed to each of the stockholders at the last postoffice address furnished the association, whereupon a majority of the directors of such association may execute the articles of agreement required by this act. Such articles of agreement shall set out: First, the corporate name of the proposed corporation, which shall not be the name of any other corporation heretofore incorporated in this territory for similar purposes, or an imitation of such name; second, the name of the particular city or town and county in which the business of the corporation is to be carried on; third, that such association was organized under chapter 72 of the acts of the Thirty-third Legislative Assembly of this territory, approved March 16, 1899, entitled "An Act relating to building and loan associations, and providing penalties for failure to comply therewith, and repealing all acts in conflict therewith," and has assets of more than one hundred thousand dollars ($100,000.00) invested in first mortgages on improved real estate in this territory, of which assets more than seventy-five thousand dollars ($75,000.00) have been accumulated from dues or assessments and profits on the shares of the capital stock of such association; fourth, the number of the board of directors or control and the names of those elected, if more than five, the class to which each belongs, and the term of office of each class; fifth, the number of years the corporation is to continue, which in no case shall exceed fifty years; sixth, the day the reincorporation is to take effect; seventh, the authority upon which such action is taken; eighth, the purposes for which the corporation is formed. Sec. 22. Such articles of agreement shall be acknowledged and filed as required by section 2 of this act, and the reincorporation shall take effect on the day named in the articles of agreement, when such former association shall be deemed dissolved, and the corporation, as reincorporated, shall be deemed a corporation, entitled to all the privileges and subject to all the liabilities prescribed in this act, and all the property of the dissolved association shall immediately by act of law and without any conveyance or transfer be vested in and become the property of the new corporation, and the outstanding stock and the stockholders of the dissolved association shall likewise become the stock and stockholders of the new corporation and the new corporation shall, by act of law, fulfill and be liable for the contracts, debts and obligations of the dissolved association: Provided, however, that not more than ten per centum of the amount of dues or installments received during any month on the shares of such dissolved association, outstanding at the time of dissolution, shall be withdrawn and paid out on such shares during that month, until the paid in capital of such new corporation shall be two hundred and fifty thousand dollars ($250,000.00) or more, and no such payment shall be made thereafter that will reduce said paid in capital below two hundred and fifty thousand dollars ($250,000.00). Sec. 23 Any such association desiring to avail itself of the provisions of this act and reincorporate hereunder, shall at the time of filing its articles of agreement with the secretary of the territory, furnish satisfactory proof to such officer, that it has not less than one hundred thousand dollars ($100,000.00) invested in first mortgages on improved real estate in the territory; and also satisfactory proof that the real estate pledged as security for the respective loans, is adequate security for the amount loaned thereon, to the aggregate amount of not less than one hundred thousand dollars ($100,000.00), at the time of filing the articles of agreement, and shall also satisfy the secretary of the territory that all other statements of fact contained in the articles of agreement are true, and shall also satisfy him of its solvency. Sec. 24. If the authority of such reincorporation is written authority of the holders of the shares of such association as provided in section 21 of this act, the directors of such association shall be the first directors of the new corporation, and, if the by-laws of such new corporation prescribe a larger number of directors, such first directors shall be directors of the third or fifth class as the case may be, and the additional directors shall be elected and assigned to a class by the board of directors as it exists at the time of such election. If such authority is given by a vote at a meeting of the stockholders of such association as provided in section 21 of this act, such meeting may by a like vote prescribe the number of directors and elect any or all of the number prescribed, and, if the number prescribed is more than five, assign those elected to a class. Sec. 25. The capital of such new corporation shall consist of the accumulated payments and the credited dividends on its stock and shall be divided into shares of the par value of one hundred dollars ($100.00). Such shares shall be issued upon such terms of payment and expense and surplus provisions as such new corporation may have provided at the the time of the issue thereof, and such new corporation may enforce the payments of any installments, dues or other payments on the stock, by sale, forfeiture or otherwise, as may be provided by its by-laws. Sec. 26. Such new corporation may grant loans on the shares of stock of the dissolved association outstanding at the time of the reincorporation to the same extent and in the same manner as if such reincorporation had not been made. Sec. 27. The directors of such new corporation may semiannually or annually or at such other time as they may elect, declare a dividend of so much of the net profits of the corporation as they shall judge expedient, but each such corporation shall, before the declaration of a dividend, carry one-tenth part of its net profits for the preceding dividend period to its surplus fund until the same shall amount to twenty per centum of its paid in capital stock. The dividend so declared may be paid to the stockholder or credited to the account of his stock as the terms of its issue may provide. If losses have at any time been sustained by any such new corporation equal to or exceeding its undivided profits then on hand, no dividend shall be made; and no dividend shall ever be made by any such new corporation, while it continues its operations, to an amount greater than the net profits then on hand, deducting therefrom its losses and bad debts. All debts of of any such corporation, on which interest is past due and unpaid for a period of six months, unless the same are well secured and in process of collection, shall be considered bad debts within the meaning of this section, but this section shall not be construed to define bad debts as those only upon which interest is past due for a period of six months. Sec. 28. The provisions of the general incorporation act, entitled "An Act to create a general incorporation act, permitting persons to associate themselves together as bodies corporate, for mining, manufacturing, and other industrial pursuits," approved December 27th, 1867, and all acts in amendment thereof, so far as the same shall apply to incorporations incorporated under this act, shall be held to be applicable thereto, and all acts and parts of acts in conflict herewith are hereby repealed; and this act shall take effect and be in force from and after its passage. CHAPTER 53. AN ACT CREATING TWO ARMORY BOARDS OF CONTROL AND proved March 12, 1903. Sec. 6. Sec. 7. Boards of control. Organization. Adoption of rules. Meetings. Sec. 8. Sec. 9. Bonds to be issued to erect armories. Form. Rate of interest. Sale. Disbursement of proceeds of sale. Levy for payment of interest and principal of the bonds. Proviso. Sec. 10. Lands for armories to be donated. Be it enacted by the Legislative Assembly of the Territory of New Mexico: Section 1. For the purpose of providing suitable buildings for the use of the national guard organization located at the cities of Las Vegas and Albuquerque, there are hereby created two armory boards of control, to be appointed by the governor of the territory as hereinafter provided. Sec. 2. It shall be the duty of said boards of control to contract for and to superintend the erection of said armory buildings, and thereafter administer the affairs pertaining to such buildings for their respective cities. Sec. 3. The adjutant general of the territory and four commissioned officers of the national guard, stationed at Las Vegas, shall constitute the board having supervision of the armory located at Las Vegas; and the adjutant general of the territory and four commissioned officers of the national guard, stationed at Albuquerque, shall constitute the board having supervision of the armory located at Albuquerque. Sec. 4. Within thirty days after the passage of this act, the four commissioned officers of each board as herein provided for, shall be appointed to serve as follows: One to serve one year, one to serve two years, one to serve three years, one to serve four years; and thereafter one appointment shall be made annually for the term of four years. Sec. 5. Each board of control, and its successors in office, shall constitute a body corporate under the name of armory board of control, with name of city where located as a prefix, and shall have all the privileges of a body corporate. Sec. 6. Each board of control shall meet in its respective city and organize not later than the second Tuesday in May, 1903. The officers of each board shall be a president, who shall be the ranking officer of the national guard in his respective city, and a secretary and a treasurer, who shall be elected by the board from its members. The board shall adopt such rules and regulations as may be necessary to accomplish the objects for which it is organized. Each board shall meet quarterly and special meetings may be held as provided for in the rules. Three members shall constitute a quorum for the transaction of business. The members and officers of said boards, as such, shall serve without compensation. Sec. 7. The treasurer of each board of control shall, before entering upon the duties of his office, execute a good and sufficient bond to the Territory of New Mexico in the sum of two thousand dollars ($2,000.00), conditioned upon the faithful discharge of his duties, which said bond shall be approved by the governor of the territory, and shall be filed with the secretary of the territory. Sec. 8. For the purpose of providing funds for the erection of said armory buildings in the cities of Las Vegas and Albuquerque, an issue of coupon bonds of the Territory of New Mexico is hereby authorized, to the amount of fifteen thousand dollars ($15,000.00), to be known as "Armory Building Bonds of the Territory of New Mexico." Such bonds shall be in the usual form of coupon bonds, payable to bearer, and in the denomination of one thousand dollars ($1,000.00) each; shall be dated April first, 1904; shall bear interest at the rate of four per centum per annum, payable semi-annually, on the first days of April and October; principal and interest shall be payable at the National Bank of Commerce, in the City of New York; such bonds shall be payable in thirty years from their date, with the right of the territory to pay them at any time after twenty years from their date. Such bonds shall be signed by the governor and treasurer and countersigned by the auditor of public accounts of the Territory of New Mexico, and the coupons may have the lithographed or engraved fac simile signature of the territorial treasurer; and the secretary of the territory shall affix the great seal of the territory to the bonds, and the bonds shall |