have a common seal, and be capable of purchasing and acquiring from any person or persons by gift, grant, or otherwise, and holding any lands, tenements and hereditaments necessary to be used in the construction, repair and preservation of any such road, and may establish by-laws and regulations necessary for the construction, preservation, and repair of any such road or roads, and the erection of toll gates and houses thereon; and may by such by-laws prescribe the manner of calling and conducting the meetings of the stockholders in any such road; the number of shares of stock that shall entitle a stockholder to one or more votes; the mode of voting by proxy; the mode of selling shares of stock for the non-payment of assessments; the mode in which shares shall become forfeited to such Company; and may prescribe penalties for the violations of such by-laws, which penalty shall not exceed twenty-five dollars for each offence; and in addition to the powers in this act otherwise granted to such Companies, any such Company shall have the following powers, under the conditions herein prescribed:

To

1. For the purpose of providing means for the construction ro issue Corpo and completion of any Plank Road authorized to be built by rate Bonds. any such Company, and its building and equipments, any such Company may issue its corporate bonds or obligations, not exceeding in the aggregate one half the capital stock of such Company, in such form as it may deem proper, payable at such time and places in this State, upon such terms and with such rates of interest (not exceeding ten per cent. per annum), as the Board of Directors of such Company may determine, with the approval of the owners of a majority of the stock of such Company; Provided, No such bond or obligation shall be issued for a less sum than one hundred dollars.

Bonds.

2. Any such Company may sell, dispose of, or negotiate dispose of such bonds or obligations, either within or without this State, at such rates, for such prices and on such terms, as such Company may determine; and in case such bonds or obligations, or any of them, shall thus be sold, disposed of, or negotiated at a discount, such sale, disposal or negotiation shall be as valid and effectual as if such bonds or obligations had been sold, disposed of, or negotiated at their par value; and such bonds or obligations shall be valid and binding, as a security for the whole sum payable by the terms thereof, in the same manner as if the same had been sold, disposed of, or negotiated at their par value: Provided, That none of such bonds or obligations

struction Stock.

shall be sold at less than par, without the consent of the holders of three-fourths of the stock of such Company.

To issue Con- 3. For all or any of the purposes aforesaid, any such Company may create and issue shares of guarantied stock, to be denominated "Construction Stock," to such an amount as it may determine, not to exceed (with the original stock subscribed to the capital of any such Company) the amount of the capital stock of such Company allowed by law, which construction stock shall be entitled to such dividends, and be payable at such place, and in such manner, and with such preferences, or priority, over the remaining stock of said Company, in the payment of dividends, as the Directors of such Company may determine, and as shall be approved by the holders of three-fourths of the stock of such Company, at their annual meeting, or any special meeting called for the purpose of taking into consideration the propriety of issuing such stock; and the holders of such construction stock, and their representatives, shall be entitled to vote and have an equal voice in the management of the affairs of said Company, with the holders of an equal amount of the original stock of such Company: Provided, That no such construction stock shall be authorized to be issued at any meeting of said Company, unless previous notice of such meeting, and the intention of submitting that question, shall have been published at least four consecutive weeks previous to such meeting, in some newspaper in each of the counties through which such road may pass, in which a newspaper is then published, and if no newspaper shall then be published in any of said counties, then in some newspaper published in the City of Detroit. (a)

Duties of Commissioners in

etc.

(1855.) SEC. 4. Within eighteen months after the passage opening Books, of an act incorporating any such Company, the Commissioners named therein shall proceed to estimate the length of the proposed road, and cause books to be opened for the subscription of stock in any such Company, at such times and places as they may see fit, first giving at least thirty days' notice thereof, which said notice shall be published in some public newspaper printed in some county in which, or through which,

(a) As amended by "An Act to Amend Section Three, Nine, Eighteen, Nineteen, and Twenty, of an Act entitled, An Act Relative to Plank Roads,' Approved March 13, 1848, and to add thereto six new Sections, to stand as Sections Twenty-Five, Twenty-Six, Twenty-Seven, Twenty-Eight, Twenty-Nine and Thirty." Approved February 9, 1853. Laws of 1853, p. 64.

some part of the proposed road is to be constructed; and if there is no such paper, then in some daily paper in the City of Detroit, and in such other papers as such Commissioners may designate; and the said Commissioners, or a majority of them, shall attend at such times and places for the purpose of receiving such subscriptions. (b)

Commissioners to

(1856.) Sec. 5. Whenever, according to the length of the when and how road as estimated by the Commissioners, three hundred call first Meeting. dollars per mile of the capital stock of any such Company shall have been subscribed, the Commissioners shall proceed to call a meeting of the stockholders in any such Company, by giving notice of such meeting by publishing such call in some newspaper published in one of the counties in or through which the proposed road is to be constructed; if there is no paper published in any such counties, said notice may be published in a daily paper in the City of Detroit, and in any other paper in the State that said Commissioners may select; such notice shall be signed by such Commissioners, or by a majority of them, and shall specify the time and place at which said meeting will be held, and shall be published at least two weeks consecutively, next preceding the day of such meeting.

be chosen.

(1857.) SEC. 6. At the meeting so called, the stockholders what officers to present shall elect not less than three, nor more than five Directors, each share of the capital stock being entitled to one vote, who shall hold their office for one year from and after such election, and until their successors are elected; a majority of said Directors shall constitute a quorum for the transaction of business, and shall proceed forthwith to elect from their own number a President, Treasurer and Secretary, who shall respectively hold their offices for one year, and until their successors are elected.

after first year.

(1858.) SEC. 7. The business and property of such Companies Powers of Direc shall be managed and conducted by their respective Boards of art; how chosen of Directors. The Directors of all such Companies, after the first year, shall be elected at such time and place, and upon such notice, and in such manner as shall be directed by the by-laws of any such Company; and whenever a vacancy shall occur in any such Board of Directors, such vacancy shall be filled, for the remainder of the year, by an election to be made

(b) As Amended by Act 110 of 1849. Laws of 1849, p. 108.

Notice of payment of subscrip

by the remaining Directors; no person shall be a Director unless he is a stockholder in the Company.

(1859.) SEC. 8. The Board of Directors of any such Company tions to be given. may require payment of the sums subscribed to the capital stock, at such time, and in such manner and proportions, and on such conditions, as they shall see fit, under a penalty of stock, and all payments made thereon, and they shall give notice of the payments thus required, and of the place and time when and where the same are to be made, at least thirty days previous to the day on which such payments are required to be made, in one newspaper printed in each county in or through which their road is located, and by sending by mail such notice to each stockholder from whom a payment is required, directed to him at his usual place of abode.

Annual Report to be made to Auditor General.

Office of Company, how desigated

(1860.) SEC. 9. On or before the first Tuesday of January in each year, it shall be the duty of the Board of Directors of any such Company to render a report to the Auditor General, verified by the oath of any two of such Directors, setting forth the cost of their road, the amount of money borrowed, the amount of all money expended, the amount of their capital stock, and how much paid in, and how much expended, the whole amount of earnings expended on such road, the amount received during the year for toll, and from all other sources, stating each separately, the amount of dividends made, and the amount set apart as a reparation fund, and the amount of indebtedness of said Company, specifying the object for which the indebtedness accrued, and the actual nett profits of said Company for the preceding year. (c)

(1861.) SEC. 10. Within thirty days after the election of the first Board of Directors of any such road, the said Directors shall designate some place within a county, in which such road or some part thereof is to be constructed, as the office of such Company, and shall give notice thereof, by publishing the same in a public newspaper published in such county, which publication shall be continued once in each week for three successive weeks, or said notice may be given by filing the same in the office of the County Clerk of every county in which any part of such road is constructed, or is to be rvice of process constructed, and if the place of such office shall be changed, like notice shall be published or filed before such change shall

ea Company.

(c) As Amended by Act 44 of 1853. Laws of 1853, p. 67. See note (a).

take place, in which notice the time of making the change shall be specified; and every notice, writ, summons, declaration or other process, required by law to be served on such Company, may be served on the Presiding Officer, the Secretary, the Treasurer thereof, or by leaving the same at such office with any officer of such Company, at any time between nine o'clock, A. M., and noon, and between two and five o'clock in the afternoon, of any day except Sunday. (d)

this State to have

(1862.) SEC. 11. Any inhabitant of this State shall have a Inhabitants of lien upon the stock, appurtenances and entire property of said lien for claims. Plank Road Companies, for all claims and demands not exceeding one hundred dollars, against any of said Companies, originally contracted or incurred within this State, which shall take precedence of all other claims or demands, judgments or decrees, liens or mortgages against such Companies.

cause Survey,

corded.

(1863.) SEC. 12. The Board of Directors of such Company, Directors shall after the same shall become organized as required by the provi- etc., to be Ru sions of this act, shall proceed to cause an accurate survey and description to be made of the route of their road, and of the land necessary to be taken by said Company for the construction of such road and the necessary buildings and gates; they shall subscribe such survey, and acknowledge its execution as the execution of deeds is required to be acknowledged, in order that they may be recorded, and they shall cause such survey to be recorded in the Register's office of each county through which their road may pass.

tors in construc

(1864.) SEC. 13. The route so laid out and surveyed by the Powers of Direc said Board of Directors of such Company, shall be the route of tion of Road. such road, and for the purpose of obtaining possession of such route, for the use of said Company, the said Board of Directors shall be clothed with all the powers of Commissioners of Highways of townships are now required to do in laying out public highways: Provided, that if no agreement for the purchase of the lands so taken, with the owner of the same, can be made by the said Board of Directors: And further provided, That if any lands included in the route of said road shall be owned by an infant, idiot, or insane person, having no parent or guardian, or by a non-resident of the State, then and in such case, an application being made by the said Board of Directors to the Judge of Probate of the county in which

(d) Amended by Act 176 of 1848. Laws of 1848, p. 230.