When trustees elected.

filled.

ing body is authorized to meet, and shall be subject to the provisions of this act relating to trustee corporations.

SEC. 15. Elections of trustees to fill the places of those whose terms of office expire shall take place at the last regular meeting of such presbytery, synod, conference, diocesan convention or other representative body occurring prior to Vacancies, how the expiration of the term of their predecessors. Vacancies in any such board of trustees caused by death, resignation, removal, declination to serve, or otherwise, may be filled by the appointing body at any regular meeting thereof, or at any special meeting called for that purpose, or for that and other purposes, pursuant to the rules of such body.

May hold,

SEC. 16. Such trustees may, in their corporate name, take etc., property and hold all property, real and personal, devised, bequeathed, transferred or conveyed to them for the use and benefit of the religious denomination by whose representative body they are appointed. In the management and disposition of such property they shall be governed by the terms of any will, deed, or other instrument by which such property shall be given to them, and subject to such terms, by the directions of the body by whom they were elected.

May invest, etc.

Proviso.

Number may incorporate, purpose.

SEC. 17. The said trustees may, in their corporate name, invest and re-invest the property in their hands and under their control as such trustees, collect the rents, issues and profits thereof, and out of the same pay the taxes, repairs, insurance and other expenses incident to the care thereof: Provided, however, That the said trustees shall neither sell, convey, mortgage, nor lease for a longer period than three years, any real estate held by them as such trustees, unless duly authorized to do so by the presbytery, synod, conference, diocesan convention, or other representative body which appointed them. And in every case of sale, conveyance or incumbrance of real estate, said trustee shall cause to be filed in the office of the register of deeds in the county in which such real estate is situated, with the instrument, a copy of the acts of said presbytery, synod, conference, diocesan convention, or other representative body authorizing such sale, conveyance or incumbrance, duly certified by the secretary of said representative body to be a true and complete copy of said proceedings. And such certificate so made. and filed shall be prima facie evidence of the facts therein recited.

Subdivision 5.-Foundations for the Promotion of Public
Welfare.

SEC. 18. Any number of persons, not less than three, may become incorporated as a foundation for the purpose of receiving and maintaining a fund, or funds, and applying the income thereof to promote the preservation and perpetuation of persons and objects of historical and natural interest. Any such foundation shall be authorized to expend its funds and

income from time to time as shall seem expedient to the trustees of such foundation, hereinafter provided, for the purposes of such foundation, which may include the preservation of forests; the establishment and maintenance of museums or parks for the benefit of the people; the collection and preservation of historical documents, data, research and publications; and to extend aid and support to any such objects and purposes, agencies or institutions already established, or which may hereafter be established. Every such How governed. corporation shall be governed by the provisions of this act relating to trustee corporations excepting as in this subdivision otherwise provided.

SEC. 19. The foundations hereby authorized shall have May hold, power to take and hold by bequest, devise, gift, purchase or etc., property. lease, either absolutely or in trust, for any of its objects and purposes, any property, real, personal or mixed, without limitation as to the amount of value, except such limitations, if any, as the legislature shall hereafter specifically impose; to convey such property and to invest and reinvest the principal thereof and deal with and expend the income of the foundation in such manner as in the judgment of the trustees will best promote its objects.

to be non

mission fees,

SEC. 20. Every such foundation shall be a non-profit cor- Corporation poration and subject to the provisions of chapter one of part profit. three of this act excepting as herein otherwise provided. All of such property and accumulations thereof shall be held and administered to effectuate the purposes stated in the articles and to serve the general welfare of the people: Provided, Proviso, adThis section shall not prevent such foundations from charg etc. ing an admission fee, or similar charge, to museums, forest reserves, parks and other institutions organized hereunder for the sole purpose of paying the expense of maintenance. SEC. 21. The trustees shall provide in the articles the Members, adterms and the manner in which members may be admitted to foundations established in pursuance of this subdivision. The affairs of such foundation shall be managed by trustees Affairs, how to be elected by the members as provided by the by-laws, but in no case shall the number of trustees be less than three or more than fifteen. Such trustees shall hold their offices for one year, or such other period as the by-laws shall determine and until their successors are elected and qualified.

mittance of.

managed.

SEC. 22. Should any corporation organized under this Dissolution. subdivision cease to operate or its fund be diverted from the lawful purposes of its organization, or become unable to usefully serve such purposes, the legislature may by law provide for the winding up of its affairs and for the conservation and disposition of its property, in such way as may best promote and perpetuate the purposes for which such corpor ation was originally organized.

visions, where applicable.

SEC. 23. The provisions of this chapter shall apply to cor- Chapter proporations heretofore or hereafter formed for the purpose of providing scholarships in the University of Michigan or in

any of the publicly maintained schools or colleges of this state; and to corporations formed for the purpose of loaning money or giving other assistance to students at any of said schools, or colleges or said university, but no such corporation heretofore formed shall be required to change or amend its articles or by-laws by reason of anything contained in this chapter, nor shall the rights, powers, privileges, immunities or the mode of doing business of any such existing corporation be deemed to be affected by any provision hereof which may be inconsistent with the provisions of the act under which any such corporation shall have been organized. Every corporation heretofore formed under any law of this state for benevolent or charitable purposes, and having no capital stock, shall be deemed to be a trustee corporation within the meaning of this chapter and shall be subject to the provisions hereof excepting as such provisions may conflict with the articles and by-laws of any such corporation lawfully made and enacted pursuant to the act under which incorporated. But any such corporation may amend its articles and by-laws so as to bring itself in conformity with the provisions hereof.

Educational

corporations,

CHAPTER 2.

Educational Corporations.

Subdivision 1.-General Provisions.

SECTION 1. Corporations for the purpose of founding, eshow governed, tablishing and operating a college, seminary, academy, school, conservatory or other institution of learning shall be governed by the provisions of this chapter in addition to such other provisions of this act as may be applicable to the particular class of corporation so organized.

Capital paid in.

SEC. 2. Every such corporation with the exception of those hereinafter specified in sub-section (c) hereof, before being authorized to file its articles, shall be required to make a showing in its articles that at least fifty per cent of its capital, whether of stock or in gifts, devises, legacies, bequests or other contributions of money or property, has been Classification. paid in or reduced to possession. In respect of such capital such corporations shall be classified as follows:

(a) Those having a capital of not less than one hundred thousand dollars;

(b) Those having a capital of not less than five thousand dollars, and less than one hundred thousand dollars;

The term "capital" as herein used shall be construed to include money or property whether derived from shareholders' stock, or from donors, grantors or others in trust, by deed, will or by other voluntary pledge or contribution, or any or all of such sources;

(c) Those instituted and maintained by any ecclesiastical or religious order, society, corporation or corporations, retaining control of such institution for denominational purposes.

porations, au

SEC. 3. (a) Corporations of class (a) as defined in sec- Class A cortion two of this chapter shall have authority to establish thority of. and conduct general colleges for furnishing higher learning and to confer such degrees and honors as are commonly conferred by other like colleges and universities in the United States; and the term "college" as herein used shall be construed to include any college, university or other institution where the arts, sciences, professions and higher learning are taught and degrees and honors therein conferred. Such colleges may also include preparatory schools as commonly understood;

(b) Corporations of class (b) as defined in section two Class B. hereof, shall have authority to establish and conduct special colleges, seminaries, academies or preparatory schools, but not general colleges or universities, as defined in sub-section (a) hereof;

to embrace.

(c) Corporations of class (c) shall embrace such schools, Class C, what academies, or colleges as have been heretofore founded under act number one hundred thirty-five, Public Acts of eighteen hundred ninety-nine, known thereunder as Ursuline academies; those founded under act number one hundred twentyone, Public Acts of nineteen hundred fifteen, and known thereunder as ecclesiastical seminaries; those founded under act number twenty-eight, Public Acts of 1901, and known thereunder as "Evangelical Lutheran deaf mute institutions"; those founded under act number one hundred thirtyfive of the Public Acts of eighteen hundred sixty-seven, known as industrial and charitable schools; and such other schools, colleges, and institutions of like character and purpose as may be formed hereafter under this act: Provided, Proviso. That any corporation heretofore formed under any law of this state for educational purposes shall have all of the rights, powers, privileges and immunities enjoyed under its act of incorporation and without regard to the classification made in this chapter, and upon complying with the provisions hereof shall have such additional rights, powers, privileges and immunities as are conferred hereunder according to the classifications prescribed in this chapter: Provided further, Further proThat any corporation heretofore formed under act number viso, kinderthree hundred fifty-nine, Public Acts of nineteen hundred tions. thirteen, and known thereunder as "kindergarten institutions," shall hereafter be classified under class (b) of sections two and four of this chapter.

garten institu

SEC. 4. The articles of every such corporation shall clearly Articles, who set forth briefly the educational system of the institution to to set forth. be founded and the character of the degrees, honors, diplomas, or certificates which it proposes to grant. If a college or university, the articles shall state the number and name

May accept gifts, etc.

Board of directors.

Powers.

Diplomas,

etc., privi

of the faculties to be established; and if a denominational religious school or college, the name of such denomination and the body supporting or controlling the same; and such articles shall in other respects comply with the requirements of this act. Any such corporation may, by increasing its capital to a higher class and amending its articles, assume the powers and privileges of such higher classification as it may thereby be entitled to as defined in this chapter.

SEC. 5. The directors or trustees of any such corporation may accept gifts, devises, legacies or bequests, of personal or real property, or the principal or interest of any money or other fund, in trust for the benefit of such institution or particular faculties, departments or other special purposes thereof; and such trustees or directors shall hold and dispose of such trust funds in accordance with the directions and wishes of any of the donors in each case; and shall account for all such funds and property in such manner and at such times as may be appointed in the instrument, deed or will accompanying the donation or as provided by law or the arti cles or by-laws of such corporation, made pursuant thereto. Where no other provision is made with respect thereto, the directors or trustees of every such corporation shall be governed as to their duties, powers and responsibilities, by the general provisions of this act respecting such boards; and as to their trusteeship of property they shall be governed by the provisions of this act governing trustee corporations.

SEC. 6. The control of the business and secular affairs of every such corporation shall be vested in a board of directors or trustees. Such board shall also have exclusive control over the educational affairs and policy of such institution, and as such may:

First, Appoint, employ and pay the salary of a president, or principal, and such professors, tutors, assistants, and employes, as the board shall determine necessary;

Second, Direct and prescribe the course or courses of study and the rules of discipline for such institution, and enforce the same; and prescribe the tuition and other fees to be paid by students attending such institution;

Third, Grant such diplomas, certificates of graduation, or honors and degrees, as the nature of the institution may warrant, or as contemplated in the articles;

Fourth, Delegate to the president or principal, and the various professors and tutors, such authority over the educational affairs of the institution as the board may deem advisable;

Fifth, Co-operate with other schools, colleges and educational institutions within this country in promoting the best interests of education.

SEC. 7. Every diploma, certificate of graduation, or other leges, etc., of evidence of attendance at such institution, shall entitle the lawful recipient thereof to all the privileges and immunities which by custom or usage are allowed to holders of simi

holders of.