J. MILLARD TAWES, GOVERNOR                            1399

place of business or desires to establish a regular place of business,
and such application shall thereupon be reviewed by such Loan
Committee and promptly transmitted by it to the Board of Directors
for final consideration, along wit the recommendations of such
Loan Committee for final consideration, along with the recommen-
dations of such Loan Committee with respect thereto; provided,
however, that where there is no member of such corporation in an
economic region selected as above provided, such applicant may
make his application through the Loan Committee for any other
economic region. For the purposes of considering the approval or
rejection of such loan applications, the Board of Directors may by
a two-thirds vote delegate its functions hereunder and its final au-
thority for such approval or rejection, to a Sub-committee consisting
exclusively of members of said Board of Directors.

(e) In connection with the approval of loan applications, the
Board of Directors shall adhere to the principle that the amount of
loans outstanding in connection with properties or business opera-
tions in any economic region, expressed as a percentage of the total
amount of loans outstanding in all regions, shall not be greater than
three times the percentage relationship between the total value
(at par) of the Corporation's capital stock which is registered in the
name of persons, firms, or corporations having regularly established
places of business in that region, and the total value (at par) of
all of the Corporation's capital stock outstanding.

417. Voting Rights and Powers.

(a)  The stockholders and the members of the corporation shall
have the following powers of the corporation:

1.   To make, amend and repeal by-laws;

2.   To amend this charter as provided in Section 418;

3.  To exercise such other of the powers of the corporation as may
be conferred on the stock holders and or the members by the by-laws
or this Article.

(b)  As to all matters requiring action by the stockholders and the
members of this corporation except as otherwise herein provided,
said stockholders and said members shall vote separately thereon
by classes; and, except as otherwise herein provided, such matters
shall require the affirmative vote of a majority of votes to which
the stockholders present or represented at the meeting shall be en-
titled and the affirmative vote of a majority of the votes to which
the members present or represented at the meeting shall be entitled.

(c)  Each stockholder shall have one vote, in person or by proxy,
for each share of capital stock held by him; and each member shall
have one vote in person or by proxy, except that any member having
a loan limit of more than one thousand dollars shall have one ad-
ditional vote, in person or by proxy, for each additional one thousand
dollars which such member is authorized to have outstanding on
loans to the corporation at any one time as determined under Sec-
tion 420 of this sub-title.

418. Charter Amendments.

The charter may be amended by the votes of the stockholders and
the members of the corporation, voting separately by classes, and