CORPORATIONS. 861

1922, ch. 197, sec. 488.

438. At any regular or special meeting legally called, a written vote
received by mail from any absent member, and signed by him may be read
in such meeting and shall be equivalent to a vote of the member so signing;
provided,' that he has been previously notified in writing of the exact motion
or resolution upon which such vote is taken; and a copy of the same is for-
warded with the same and attached to the vote so mailed by him. Such
vote by mail however, shall not be counted in computing a quorum.

1922, ch. 197, sec. 489.

439. Any association organized under this sub-title shall state in its by-
laws the number or per centage of the members necessary in order to con-
stitute a quorum.

1922, ch. 197, sec. 490.

440. a. The directors in any association organized with capital stock
shall annually apportion the next profits, if any, by first setting aside at
least ten per cent, thereof for a reserve fund, until such a fund equals thirty
per cent of the paid-up common stock, and, thereafter the directors may set
aside such an amount for a reserve fund as they see fit or may set aside none,
in their discretion. The directors may then set aside out of the net profits
such sums as they deem desirable for capital expenditure, subject to the
approval of the stockholders as provided in sub-section (b) of this section.
The directors shall then declare a dividend upon the paid-up capital stock
at a rate per annum not 'to exceed eight per cent; provided that no such
dividend upon common stock shall be cumulative. The directors may then
set aside not to exceed five per cent of the remaining net profits as an educa-
tional fund to be used in teaching cooperation. The directors may then
grant a bonus to employees who are in the employ of the association at the
time of the apportionment of profits, which bonus shall be based in amount
upon the amount of compensation received by said employees during the
year at a rate not to exceed the rate of patronage dividends hereinafter
described. The directors shall distribute all remaining net profits by uni-
form dividend to members .of the association, based in amount upon the
volume of business conducted by such members with the association; pro-
vided, that the association may distribute to patrons of the association who
are not members, bonuses based in amount upon the volume of business
transacted by such non-members respectively with the association at a rate
not to exceed the rate of patronage dividend herein referred to; provided
further that any such bonus to a non-stockholder may be declared in the
form of capital stock, until the amount of such dividends equals the par
value of one share of the association's stock, dividends thereafter to such
patron being paid in the same manner as dividends to all stockholders;
provided further that such a bonus to a non-stockholder, if it is less than
the par value of one share, shall be credited to the non-stockholders 'capital
stock account during the first year and the second year but shall revert to
the reserve fund, if, after two years, an amount less than the par value of
one share has accumulated.