In deciding this case, the Appellate Court delivered the following opinion:
“The constitution and by-laws of the association, being authorized by the statute under which it was created, entered into and became a part of the contract which it made with the plaintiff in error, one of its members, which is the subject of inquiry in this case; and under them it seems plain to us that he is not entitled to have the $122 (alleged profits) credited to his loan, in addition to the withdrawal value of his shares of stock, upon the settlement of his loan and the voluntary withdrawal of his stock before it matured according to the plan of the association, where members continue to hold their stock until it matures in the ordinary wa;'.
“Plaintiff in error, however, claims he is entitled to said $122 under paragraph 83b (sec. 6c) of chapter 32 of our statute, which is as follows: ‘Any member who shall have obtained a loan or advance on his shares, and who shall have given real estate as security, may, at any time, upon giving thirty days’ previous notice in writing, repay the same. On settlement such member shall be charged with the full amount of such loan or advance, together with any and all arrearages due thereon, or on the shares pledged, or appertaining to the security given, and shall thereupon be allowed as a credit the withdrawal value of the shares pledged as security, together with such other credits as may be returnable on account thereof, and the balance shall be received by the association in full settlement and discharge of such loan or advance. ’ * * * But we think that that section must be construed in connection with preceding section 6b of the same act, which is as follows: ‘Any member desiring to withdraw installment shares from any association doing business in this State, shall have power to do so by giving thirty days’ notice of such intention to withdraw, when such member shall be entitled to receive the full amount of dues paid in on the shares sought to be withdrawn, and such interest thereon as fixed in the by-laws, and in addition thereto such proportion of the profits apportioned thereto as the board of directors may, from time to time, by resoltition, determine, less such charges of the character enumerated in this act as may be due thereon: Provided, that the amount of such interest or profits paid on withdrawals shall not exceed the actual rate of earnings of the association.’ * * And with paragraph 82 (sec. 5) of the same chapter, which confers the corporate powers of such associations upon its board of directors. And when effect is given to all, the conclusion naturally to be drawn therefrom is, that until the board of directors shall, from time to time, by resolution, apportion to all the shares of stock the proportion of profits which have been actually earned, those members who voluntarily withdraw theirs are hot entitled to any of such profits, for they are only entitled to such, under the statute, after the directors have so declared.
“Under our statute, homestead loan associations are organized to enable their members to borrow money from them upon their shares'of stock and real estate security, and to re-pay it in premiums, dues and interest to be paid in small installments, which in time may make profits which amount to enough to cancel the loan; then the stock is declared matured and the loan canceled. But the statute makes provision by which a member may voluntarily withdraw his stock and pay off his loan before the stock matures in the ordinary way, and in that case it provides that such withdrawing member shall be charged with the full amount of his loan, together with all arrearages due thereon, or on the shares pledged, or appertaining to the security given, and shall thereupon be allowed as a credit the withdrawal value of the shares pledged as security, ‘together with such credits as may be returnable on account thereof, and the balance shall be received by the association in full settlement and discharge of such loan. ’ And in order to understand what is meant by the words ‘such other credits as may be returnable on account thereof,’ we must look to the statute itself, and looking there, we find section 66 declares the shares of voluntary withdrawing members are entitled to ‘such proportion of the profits apportioned thereto as the board of directors may, from time to time, by resolution, determine. ’
“This construction of the statute, in our opinion, is not only fair to the members who withdraw, but does justice to those who remain until their shares are matured, and to whom the profits, if any, justly belong, for they must bear all losses which may and do occur; and also gives to the language used by the legislature the meaning which it fairly conveys when interpreted to effect the purposes for which such associations are organized, and it recognizes that the management of their corporate powers is with the board of directors, where the statute expressly places it.
“The bill, as amended, was doubtless drawn in order to have the court declare that the action of the secretary of the association, approved by the stockholders upon the report of its board of auditors, that the shares of stock which plaintiff in error held were on July 31, 1900, entitled to a credit of $122 for their portion of the net profits which the association had earned while he held them, should have the same effect as if the board of directors'had, by resolution, so determined; but to so hold would be to declare that the secretary and stockholders could exercise the corporate powers of the association, when the statute expressly confers them only upon the board of directors.
“The amended bill, on its face, showed that plaintiff in error still owed $122 upon the loan he had made from the association, and for that reason he was not entitled to have the deed of trust securing it canceled and satisfied of record, and therefore the circuit court properly sustained the demurrer thereto, and as he stood by it, the decree dismissing it at his costs was proper also, and will be affirmed.”
The Appellate Court, to which an appeal was taken from the decree of the circuit court, sustaining the demurrer and dismissing the bill, has affirmed said decree. We concur in such action, and in the foregoing views expressed in support thereof. Accordingly, the judgment of the Appellate Court is affirmed.
Judgment affirmed.