passengers and freight on different railroads in this state, and may pass laws establishing reasonable maximum rates of charges for the transportation of property by express companies in this state, and may delegate such power to fix reasonable maximum rates of charges for the transportation of freight by railroad companies and for the transportation of property by express companies to a commission created by law; and shall prohibit running contracts between such railroad companies whereby discrimination is made in favor of either of such companies as against other companies owning connecting or intersecting lines of railroad.

See Detroit, etc., Railroad Co. v. Railroad Commission, 178/250; Attorney General v. Detroit United Railway, 210/227.

(8) SEC. 8. No railroad corporation shall consolidate its stock, property or franchises with any other railroad corporation owning a parallel or competing line; and in no case shall any consolidation take place except upon at least sixty days' public notice to all stockholders in such manner as shall be provided by law.

(9) SEC. 9. No general law providing for the incorporation of trust companies or corporations for banking purposes, or regulating the business thereof, shall be adopted, amended or repealed except by a vote of two-thirds of the members elected to each house of the legislature. Such laws shall not authorize the issue of bank notes or paper credit to circulate as money.

GENERAL CORPORATION LAWS.

GENERAL CORPORATION ACT.

An Act to provide for the organization, regulation and classification of domestic corporations; to prescribe their rights, powers, privileges and immunities; to prescribe the conditions upon which corporations may exercise their franchises; to provide for the inclusion of certain existing corporations within the provisions of this act; to prescribe the terms and conditions upon which foreign corporations may be admitted to carry on business within this state; to prescribe penalties for violations of the provisions of this act; and to repeal certain acts and parts of acts relating to corporations.

[Act, 84, P. A. 1921.]

The People of the State of Michigan enact:

PART I.

Formation of Corporations.

CHAPTER 1.

Classification and Purposes.

incorporate.

(10) SECTION 1. Any number of persons, not less than three, Number may may incorporate for the purpose of carrying on any lawful business for pecuniary gain. Such corporations shall be known as "corporations for pecuniary profit."

A corporation and its members are distinct persons, and not in any legal sense identical.-Talbot v. Scripps, 31/268; Hanson v. Donkersly, 37/186. Rights of membership in a corporation can be obtained only in compliance with its charter or governing law, and if they prescribe any conditions or special methods of becoming a member, the law is imperative.-Carlisle v. S. V. & St. L. R. R. Co., 27/315. See Billings v. Marshall Furnace Co., 210/1; Republic Motor Truck Co. v. The Buda Co., 212/55.

(11) SEC. 2. Any number of persons, not less than three, Idem. may incorporate for the purpose of carrying out any lawful purpose or object, not involving pecuniary gain or profit for its members or associates. Such corporations shall be known in law as "non-profit corporations."

A corporation organized for the purpose of improving the breed of horses by promoting the interests of the American trotting turf, without any provision for capital stock nor for acquiring any money or property, except partnership fees and dues, is not organized for profit.-American Matinee Association v. Secretary of State, 140/579. See Sault Ste. Marie Hospital v. Chippewa County Treasurer, 209/684.

Trustee corporations.

Educational corporations.

Proviso.

corporations.

(12) SEC. 3. Corporations may be formed to carry out the terms of any written declaration, deed or testament making donations, grants, gifts or devises in trust for specific lawful purposes. Such corporations shall be known in law as "trustee corporations," which term may also embrace other corporations as hereinafter provided for in this act.

(13) SEC. 4. Any number of persons, not less than three, may incorporate for the purpose of conducting a school, academy, college or other institution of learning, where preparatory subjects or the arts, sciences, professions, special occupations and higher learning may be taught. All such corporations shall be known in law as "educational corporations." Nothing herein shall be construed as preventing any such corporation from being deemed a corporation for pecuniary profit or a trustee corporation in appropriate cases: Provided, That every such corporation shall comply with the provisions of this act made applicable to educational corporations in addition to complying with such provisions of this act as apply to corporations for pecuniary profit or trustee corporations or both as the case may be.

See Wise v. State Veterinary Board, 138/431; Home and Day School v. Detroit, 76/523; Booker v. Grand Rapids Medical College, 156/99.

Ecclesiastical (14) SEC. 5. Any number of persons, not less than three, may incorporate for the purpose of establishing a church organization to be composed in each case of persons subscribing in common to particular creeds or religious beliefs and the teaching and spreading of their religious beliefs and principles. All such corporations shall be known in law as "ecclesiastical corporations."

Lodges, etc., may incorporate.

Articles of incorporation, what to declare.

The election of trustees to hold property, at a meeting of the members of a religious society, is not enough to effect a statutory incorporation.Allen v. Duffie, 43/1. As to the relations between the denominational body and the corporation, as respects the management, control and disposition of the temporalities of the church, see Wilson v. Livingstone, 99/594. It is not the "society" that constitutes the corporation, but the trustees.-Walrath v. Campbell, 28/121. Religious societies are incorporated in the name of the trustees.-Lutheran Church v. Rechlin, 49/516.

(15) SEC. 6. Any number of persons, not less than three, may become incorporated for the purpose of forming a secret society or lodge, for benevolent, charitable, social, educational or mutual aid purposes or for any other similar purpose or purposes not prohibited by law.

(16) SEC. 7. No corporation shall hereafter be formed in this state under any law in existence prior to the passage of this act, excepting corporations formed for a purpose expressly excluded or otherwise exempted from the provisions hereof. The articles of incorporation shall in every case declare under which of the foregoing sections of this chapter such corporation intends to proceed, and no such articles shall be filed by the secretary of state unless such declaraIncompatible tion is contained therein. A declaration to proceed under sections two, five or six of this chapter shall be deemed incompatible with a declaration to proceed under section one

declarations.

hereof, and any articles of incorporation containing incompatible declarations under this section shall be rejected by the secretary of state.

(17) SEC. 8. The provisions of this act shall not be con- Corporations strued to apply to banking corporations, industrial banks, in- excepted. surance corporations, fraternal benefit societies, trust, deposit and security companies, building and loan associations, summer resort associations, limited partnership associations, corporations organized or to be organized under chapters one hundred fifty-seven, one hundred sixty, one hundred sixty-one, one hundred sixty-two, one hundred sixty-three, one hundred sixty-eight or one hundred sixty-nine of the compiled laws of nineteen hundred fifteen, safety and collateral deposit companies, canal, river and harbor improvement companies, cemetery, burial and cremation associations, agricultural and horticultural fair societies, pipe line companies, or to water power and water supplying companies, excepting as any specific provision in this act may be made to expressly apply to any of the said classes of corporations.

Am. 1921, (1st ex. sess.), Act 20.

For acts providing for incorporation of companies above enumerated, see the following: General banking law, Act 205, P. A. 1887 (§ 7967 et seq., C. L. '15); industrial banks, Act 296, P. A. 1917; Act 256, P. A. 1917 (insurance code); trust, deposit and security companies, Act 108, P. A. 1889 ($8044 et seq., C. L. 15); building and loan associations, Act 50, P. A. 1887 (§ 9995 et seq., C. L. '15); summer resort associations, Act 230, P. A. 1897 (10034 et seq., C. L. '15); limited partnership associations, Act 191, P. A. 1877 (see compiler's secs. 199-215); safety and collateral deposit companies, Act 240, P. A. 1907 (§ 8078 et seq., C. L. '15); canal, river and harbor companies, §§ 8797-8935, C. L. '15; pipe line companies, Act 182, P. A. 1881 (8 8587 et seq., C. L. '15); water supplying companies, Act 113, Laws of 1869 (§ 11282 et seq., C. L. '15).

visions not

(18) SEC. 9. Nothing in this act contained shall be con- Certain prostrued to limit or restrict the provisions of act number forty- restricted. six of the public acts of nineteen hundred fifteen, known as the "securities act," nor act number one hundred three of the public acts of nineteen hundred thirteen, known as the "uniform stock transfer act," nor act number three hundred fourteen of the public acts of nineteen hundred fifteen, known as the "judicature act."

notices.

(19) SEC. 10. Definitions and Rules of Interpretation. Publication of Whenever in this act any notice is required to be inserted in a newspaper published in the county seat or in the township, village or city where the corporation concerned has its office or its principal place of business, and there shall be no such newspaper published therein, then such notice may be inserted in any newspaper having general circulation in such county, or otherwise shall be inserted in some newspaper published in an adjoining county. The term "articles" as Terms defined. used throughout this act shall be construed to mean "articles of incorporation" or "articles of association," which terms shall themselves be construed to be synonymous. The term "directors" shall be deemed to be synonymous with the term "trustees" as applied to the governing body of a corporation. The terms "company," "association" and "so

or

ciety," shall be deemed to be synonymous to the term "corporation." The term "officer" of a corporation shall be construed to mean an executive officer, and shall not include the directors or trustees excepting as individual directors trustees shall also be executive officers of such corporation. The term "capital stock" shall be construed as meaning capital stock as provided for in the articles or amendments thereto, and shall not include surplus funds or undivided profits. The terms "main business office," "principal business office," and "principal place of business," shall be deemed to mean the place designated in the articles as the main business office in Michigan. The titles to parts, chapters, and subdivisions throughout this act shall not be construed as limiting the provisions thereunder to the subject-matter Saving clause. stated in such headings. Should any part, chapter, subdivision, or section in this act be held to be invalid for any reason, such invalidity shall not be held to impair or invalidate the remainder of such part, chapter, subdivision or the act as an entirety, it being the legislative intent that every section, subdivision, chapter or part hereof shall stand, notwithstanding the invalidity of any particular provision or provisions.

Articles of

incorporation,

CHAPTER 2.

Mode of Incorporating and Requisites to Incorporation.

(20) SECTION 1. With the exception of ecclesiastical corwhat to state. porations provided for in chapter three, part three hereof, the articles of incorporation shall in all cases be made on suitable and uniform blanks signed by the persons associating in the first instance and acknowledged before a notary public, and shall state:

Proceedings to incorporate must be in strict conformity with the requirements of the statute. Articles of association are not valid, nor entitled to be filed in the office of the secretary of state, unless acknowledged.-Doyle v. Mizner, 42/332; Carmody v. Powers, 60/29.

First, The name assumed and by which the corporation shall be known in law;

Second, The section or sections under chapter one, part one hereof, under which the corporation is classified;

Third, The purpose or purposes for which the corporation is formed;

The purposes of a corporation are to be determined by the statements contained in its articles.-Detroit Driving Club v. Fitzgerald, 109/670. Where one of the purposes set forth in the articles is beyond the scope of the statute, the articles ought to be rejected.—Attorney General's Report for 1891-2, p. 54. If the articles do not state a purpose for which the statute authorizes a corporation to be formed, it would not be legally incorporated, and its articles would afford no warrant for the exercise of corporate action.-Attorney General v. Lorman, 59/157.

Fourth, The principal place or places at which its operations are to be conducted, and the postoffice address of its