§ 378. Power to issue shares; dues thereon. 1. Every savings and loan
association shall be either permanent or serial in character. A
permanent association shall be one which issues instalment shares, not
in series, and credits dividends thereon to the holders of such shares
individually. A serial association shall be one which issues instalment
shares in series and credits the dividends apportioned to such shares by
series. No additional shares shall be issued in any series after a
dividend has been credited thereto unless the person to whom such shares
shall be issued shall pay therefor the book value of such shares
including the estimated accrued dividend thereon since the close of the
preceding dividend period. Dividends credited by a serial association
upon shares issued by it other than instalment shares may be credited to
the holders of such shares individually.

2. The members of a savings and loan association shall be: (1) those
persons who are the holders of record of shares whose membership shall
continue until such shares have matured and been paid, or have been
withdrawn, retired, suspended, forfeited, or transferred; and (2) all
borrowers from the association and all persons obligated to the
association on loans whose membership shall continue until such loans or
obligations have been paid. Each member shall be entitled to at least
one vote upon all question at any meeting of such members of the
association, except when by statute the vote is required to be based
upon the capital of the association. Every member entitled to vote at a
meeting of members of the association may authorize another person or
persons to act for him by proxy, but no director, officer, clerk, teller
or bookkeeper of the savings and loan association shall act as proxy at
any meeting of such association. Every proxy must be signed by the
member or his attorney-in-fact. No proxy shall be valid after the
expiration of eleven months from the date thereof unless otherwise
provided in the proxy. Every proxy shall be revocable at the pleasure of
the member executing it. The authority of the holder of a proxy to act
shall not be revoked by the incompetence or death of the member who
executed the proxy unless, before the authority is exercised, written
notice of an adjudication of such incompetence or of such death is
received by the officer of the association responsible for maintaining
the list of members. The by-laws may prohibit or further limit proxies
for members and their duration. No director or officer of a savings and
loan association shall be eligible to act as an inspector of an election
of directors at any meeting of members of the association.

3. The capital of every such association shall consist of the dues and
dividends credited to its members upon their shares either individually
or by series, time deposits held by such association pursuant to section
three hundred seventy-eight-a of this chapter together with interest
accrued on such deposits, and demand deposits held by such association
pursuant to subdivision thirteen of section three hundred eighty-three
of this chapter.

4. Any savings and loan association may issue shares of the following
classes: (a) Instalment shares, class one, upon which regular payments
of dues shall be made as provided in the by-laws of the association,
until such shares reach their matured value or are withdrawn, retired or
forfeited; and instalment shares, class two, which shall have no
participation in dividends and upon which the dues payable in regularly
increasing amounts are applied in reduction of a debt due to the
association from the holder of such shares in accordance with a
direction given by him.

(b) Savings shares, upon which dues shall be paid in such sums, at
such times and for such purposes as the holder thereof may elect, until
the shares are withdrawn or retired. Upon the request of the holder
thereof, such savings shares may be converted by the issuing association
into special savings shares authorized for issuance by paragraph (bb) of
this subdivision. The association may enter such conversion in its
records and on the evidence of ownership of the savings shares as an
alternative to withdrawal or retirement of the savings shares and
issuance of special savings shares.

(bb) Subject to such limitations and restrictions as may be prescribed
by regulation of the superintendent of financial services, special
savings shares, upon which dues shall be paid in such sums, at such
times and for such purposes as the holder thereof may elect, and which
shall provide that dividends shall be credited from the date of actual
receipt of such dues to the date they are withdrawn or retired.
Dividends on special savings shares shall be credited and shall be made
available no later than the end of a regular dividend period, or at the
time such special savings shares are withdrawn or retired if in the
opinion of a majority of the board of directors it appears the savings
and loan association will have sufficient profit available at the end of
such regular dividend period to pay dividends and if the board of
directors chooses payment of dividends at withdrawal as an option to
periodic payment of dividends. Any savings and loan association which
does not make dividends available pursuant to the provisions of this
paragraph shall promptly notify the superintendent of financial services
of such decision. Withdrawals or retirements of special savings shares
during the last three business days of any regular dividend period or,
in the event that any one of such last three business days is a
Saturday, withdrawals of such shares upon one of the last four business
days of any such period may receive dividends apportioned for the full
period.

(c) Accumulative prepaid shares upon which a single payment of dues to
the amount of fifty per centum or more of the matured value thereof
shall be paid at the time when such shares are issued. The whole or a
part of the dividends apportioned to such shares shall be credited
thereto until such shares are matured, withdrawn or retired. Any balance
of such dividends not so credited shall be paid in cash.

(d) Income shares, upon which a single payment of dues amounting to
one hundred dollars per share shall be paid at the time when such shares
are issued. The dividends on such shares shall be paid in cash or, in
accordance with the written order of the holder, applied to the purchase
of other shares in the association. Income shares may be issued which
shall not be withdrawable without the consent of the board of directors,
until the expiration of a fixed period, which shall be not more than ten
years. Whenever income shares are issued which are not withdrawable
until the expiration of a fixed period, a statement that they are not
withdrawable until the expiration of such fixed period shall be printed
upon the face of the certificate of shares or other evidence of
ownership in such manner as to be clearly legible. Whenever any
association is unable to locate the holder of income shares and
dividends shall have been apportioned which cannot be paid to the holder
thereof by reason of the inability of such association to locate such
holder, such association may credit such dividends as dues upon another
class of shares in the name of holder of such income shares and shall
carry such other shares and any accumulations thereon for the benefit of
such shareholder. Income shares which are not withdrawable until the
expiration of a fixed period shall be termed "income shares, class two."
Other income shares shall be termed "income shares, class one."

(e) Cumulative income shares upon which a single payment of dues of
not less than one hundred dollars shall be paid at the time such shares
are issued. The dividends on such shares may be credited thereto until
such shares are matured, withdrawn or retired. Cumulative income shares
may be issued which shall not be withdrawable without the consent of the
board of directors, until the expiration of a fixed period, which shall
be not more than ten years nor less than ninety days. Whenever
cumulative income shares are issued which are not withdrawable until the
expiration of a fixed period, a statement that they are not withdrawable
until the expiration of such fixed period shall be printed upon the face
of the certificate of shares or other evidence of ownership in such
manner as to be clearly legible. Cumulative income shares which are not
withdrawable until the expiration of a fixed period shall be termed
"cumulative income shares, class two." Other cumulative income shares
shall be termed "cumulative income shares, class one."

5. All shares hereafter issued by any savings and loan association
shall have a matured value of one hundred dollars, except that
instalment shares may be issued having a matured value of not less than
one hundred nor more than two hundred fifty dollars.

6. Shares issued in the name of more than one person shall confer no
greater voting rights than if issued in the name of one person.

7. Persons who hold shares in a fiduciary capacity shall have all the
rights and privileges of membership, except to hold office.

8. A savings and loan association shall have a lien upon the shares of
its members to the extent of any lawful fines or other obligations due
to it, whether or not such shares are specifically transferred or
pledged to it, and may, at its option, after five days' notice to the
member, apply such shares toward the payment of any matured obligations
due it.

9. A savings and loan association may in its discretion accept or
refuse advance payments of dues.

10. Notwithstanding any provision of this chapter, a savings and loan
association, in its organization certificate, by-laws, advertising
matter or any other instrument, document or other writing used in or in
connection with its business, may designate its shares as "deposit
accounts" or "savings accounts" its members as "depositors", its dues or
share payments as "deposits", and its capital as "deposit liability".
The use of any term permitted by this subdivision shall not affect any
right, duty, privilege or liability which the savings and loan
association, any member or any depositor would otherwise have.