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purposes of promoting the Mechanic Arts in this State, for the relief of distressed mechanics, whether members of any such Association or otherwise, and for such other charitable purposes as may be deemed proper by such Association, connected with the Mechanical and Architectural Arts.

ment to be enter

and Filed.

(1789.) SEC. 2. That any six or more persons, residents of Articles of agreethis State, desirous to become incorporated for the above ed into. named objects, may execute under their hands, and acknowledge before some officer of this State, having authority to take the acknowledgment of deeds, articles of agreement as hereinafter specified, one copy whereof, verified by the affidavit of two or more of the Trustees, shall be filed and To be Recorded recorded in the office of the Secretary of State, and another, verified in the same manner, in the office of the County Clerk of the county in which their place of business shall be; and upon the execution of such articles of agreement, the acknowledgment thereof, and the filing of such copies as aforesaid, the parties signing the same, and those who may thereafter become associated with them, shall become a body politic and corporate for the purposes aforesaid.

(1890.) SEC. 3. Such articles of Association shall contain: 1. The names of the persons associating in the first instance, and their places of residence;

2. The name of such Corporation, and the place where its office for the transaction of business is established, and the period for which it is incorporated, not exceeding thirty

years;

3. The purposes for which it is incorporated, mentioned in the first section of this act;

4. The number of Trustees and regular officers, and the time of holding its annual meetings;

What Articles to contain.

and Privileges of

5. The terms and conditions of membership therein. (1791.) SEC. 4. Every Association formed under this act Rights, Powers shall have all the rights, powers and privileges granted by, Corporation. and shall be subject to all the provisions of chapter number fifty-five, in title number ten of the Revised Statutes, so far as chapter 73. the same are not repugnant to the Constitution or to this act. (1792.) SEC. 5. The affairs of such Association shall be man- How affairs of Asaged by not less than five, nor more than nine Trustees, to be aged. chosen by the members thereof, and to hold office for one year, and until their successors shall be chosen; a Treasurer shall be appointed from the number of Trustees, and the other regular officers shall be members of the Association. A

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Not to hold Real

Estate except for

majority of the Trustees shall be a quorum to transact business, and they may adopt such by-laws, not repugnant to this act or to such articles of Association, as they may see fit, and change the same at pleasure.

(1793.) SEC. 6. No such Association shall have power to certain purposes. take or hold any real estate, except such as may be actually occupied in the exercise of its franchises, and except such as it may acquire in security for, or satisfaction of debts justly

How Funds to be used.

due it.

(1794.) SEC. 7. All funds received by such Association shall be used in the first instance, or shall be invested and the income thereof used, after paying necessary expenses, exclusively for the purposes, or some of them, mentioned in the articles of Association. Such Association may take by gift, subscription, purchase or devise, money to an amount not exceeding fifty thousand dollars; and it shall be lawful to Restriction upon invest the same upon mortgage or by loan in railroad stocks or bonds, or any city, county, State or Government securities; but no loan shall be made to any Trustee or officer of such Association: Provided, That any such Association may, in its articles of agreement, designate the kinds of securites in which its funds may be invested, in which case, no part of its funds shall be invested in any securities other than named in its articles.

amount of Pro

perty.

Report to be made when re

torney General or

(1795.) SEC. 8. Any such Association, whenever required quired by At by the Attorney General or the Legislature, shall report to Legislature. him or them under the oath of at least two of its Trustees, a Penalty for neg-full and true statement of its condition and affairs; and for

lect.

How Associations may consolidate

Incorporated.

any willful neglect to make such report within a reasonable time after the same is so required, the Association shall be liable to pay to the People of this State a fine of fifty dollars; or, if the Attorney General shall so elect, or be instructed by the Governor, he may proceed against such Association, by information, to forfeit its charter for such neglect.

(1796.) SEC. 9. Any Association or Society now incorporated icon for any of the above purposes, or hereafter to become incorporated under this act, may become consolidated with any one created by virtue of this act, into a single Corporation, which may be done by the vote or resolution of a majority of the members of each, at a meeting called for that purpose, a copy of which vote or resolution, signed by the presiding officer and Secretary of such meeting, and verified by their affidavit, shall be filed in the office of the Secretary of State, and

another signed and verified in like manner, shall be filed in the office of the County Clerk of the county where their place of business is. And upon such filing and an agreement entered into, and copies thereof filed as hereinafter provided, said Corporations shall thereby become one Association under this act, to be called and known by such name as shall be given it in said agreement, but subject to the provisions of this act, and entitled to the same franchises and privileges as if it had been formed without such consolidation.

(1797.) SEC. 10. Such agreement shall contain:

What agreement for consolidation

1. The terms and conditions of such consolidation, and the to contain. disposition of the corporate property of each;

2. The name of the Association thereby formed, the place where its office for the transaction of business is established, and the period for which it is incorporated, not exceeding thirty years;

3. The purposes set forth in the first section of this act; 4. The number of Trustees and regular officers, and the time of holding its annual meetings;

5. The terms and conditions of membership therein; which agreement shall be executed and acknowledged, and copies thereof signed, verified, filed, and recorded, as provided in the first section of this act: Provided, however, That for the Proviso. purposes of paying and enforcing the payment of its debts and liabilities, and the protection of all the rights of creditors and claimants, the members and the property of each such Association shall be subject to the same remedies as if such consolidation had not taken place.

maintained by

(1798.) SEC. 11. All Societies or Associations, organized as Libraries may be aforesaid, shall have the right to keep and maintain libraries, Association. and make all needful by-laws for the good government and regulation of the same.

SEC. 12. This act shall take immediate effect.

CHAPTER LXIII.

OF MINING AND MANUFACTURING

COMPANIES.

SECTION

1799. Powers of Corporations. 1800. How Corporations formed.

1801. Articles of Association to be Filed with Secretary of State and County Clerk, etc. 1802. Articles to be signed and acknowledged ; What to be stated therein.

1803. Annual Report to be made by Corporation; What to be stated therein.

1804. Amount of Capital Stock limited; How increased.

1805. Purposes of Corporation to be specified in Articles of Association.

1806. Call of First Meeting.

1807. Directors of Corporation, and their term of office.

1808. Directors to choose President, and other Officers; Vacancies how filled. 1809. Provisions relative to subscriptions to Capital Stock; Stock of delinquent Stockholders how sold.

1810. Quorum at Meetings of Directors and Stockholders; How Stockholders may vote. 1811. Provision in case of failure in Annual Election.

1812. Books of account to be open for inspection, etc.

1813. Power to hold Real and Personal Estate. 1814. Stock to be deemed Personal Property; Corporation to have lien upon Stock for debts due from Members.

1815. When Stockholders individually liable; How liability enforced.

1816. Annual Reports of Mining Companies. 1817. Annual Reports of Manufacturing Com panies.

1818. Specific Taxes of Mining Companies; When and where paid.

1819. Specific Taxes of Manufacturing Companies; When and where paid.

1820. Service of process, how made on Corporation.

1821. Liability of Directors for neglect to comply with certain Provisions.

SECTION

1822. Penalty for willful violation of Provisions. 1823. Legislature may rescind powers of Corpo ration; May Amend or Repeal this Act. 1824. Act to be subject to certain General Provisions.

1825, 1833. Companies may have Business Office out of State; But shall also have an office

in this State.

1826. First Meeting of Companies with office out of State, where held.

1827. Stock forfeited, where to be sold; and Notice of Sale how published. 1828. Certain Meetings and Corporate Acts Legalized.

1829. Companies under Special Charter may dissolve and organize under this Act. 1830. Capital may be increased; Number of Shares limited.

1831. Companies may take Stock in Plank Road or Railroad Companies. 1832. Statement of amount to be returned to the State Treasurer.

1834. Offices heretofore established, confirmed; Proviso.

1805. Certain Meetings and Corporate Acts Legalized.

1836. Taxation of Mining Companies. 1837. Powers of Corporation to increase Stock;

Limitation of Shares.

1838. Increase not to take effect until Corpora tion has accepted Provisions of this

Act.

1839. Mining Corporations may consolidate. 1840. Assent of majority of Stockholders neces

sary.

1811. Corporation purchasing may call in and cancel its prior Stock, and issue New Stock. 1842. Corporation purchasing liable for dues of Corporation selling.

1843. Capital Stock not to be increased by virtue

of this Act.

An Act to Authorize the Formation of Corporations for Mining, Smelting, or Manufacturing
Iron, Copper, Mineral Coal, Silver or other Ores or Minerals, and for other
Manufacturing Purposes. (a)

(Approved February 5, 1853. Laws of 1853, p. 53.)

rations.

(1799.) SECTION 1. The People of the State of Michigan enact, Powers of CorpoAll Corporations organized and established under the provisions of this act, shall be capable of suing and being sued, in any Court in this State, and may have a common seal, and alter and amend the same at pleasure; may elect in such a manner as they shall determine, all necessary officers; may fix their compensation and determine their duties, and make, from time to time, such by-laws, not inconsistent with the Constitution and laws of this State, as a majority of the stockholders shall direct.

formed.

(1800.) SEC. 2. Any number of persons, not less than three, How Corporations who shall, by articles of agreement, in writing, associate according to the provisions of this act, under any name assumed by them for the purpose of engaging in, and carrying on any kind of mining or manufacturing business, and who shall comply with the provisions of this act, shall, with their successors and assigns, constitute a body politic or corporate, in fact and name, under any name assumed by them in their articles of association: Provided, no two Companies shall assume the same name.

sociation to be

tary of State and

etc.

(1801.) SEC. 3. Before any Corporation formed under this Articles of As act shall commence business, the President and Directors filed with Secre shall cause their articles of association to be filed with the County Clerk, Secretary of State of this State, and with the County Clerk of the county or counties in which such Corporation shall conduct its mining or manufacturing business; which said articles shall be recorded in said office at length, in books prepared for that purpose at the expense of said Corporation. (1802.) SEC. 4. The articles of every such Association shall Articles to be be signed by the persons associating in the first instance, knowledged. and acknowledged before some person authorized by the laws of this State to take acknowledgments of deeds, and shall

state:

(a) A less comprehensive Act, "To Authorize the formation of Corporations for Mining, Smelting, or Manufacturing Iron, Copper or Silver Orcs," will be found in the Laws of 1851, p. 179; amended the same year, p. 327.

signed and ac

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