CHAPTER LXIII.

OF MINING AND MANUFACTURING

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.)

(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.

signed and ac

(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 Ores," will be found in the Laws of 1851, p. 179; amended the same year, p. 327.

What to be stated

therein.

Annual Report to

be made by Cor

1. Distinctly and definitely the purpose for which the same is formed;

2. The amount of their capital stock, and the number of shares;

3. The amount of capital stock actually paid in ;

4. The names of the stockholders, their respective residences, and the number of shares held by each person;

5. The place in this State where their office for the transaction of business is located, and the county or counties in which their business is to be carried on;

6. The term of its existence, not to exceed thirty years.

(1803.) SEC. 5. Every such Corporation shall annually, in poration; what the month of July, make a report, signed by a majority of the Board of Directors, containing :

to be stated therein.

Amount of Capital Stock limited.

1. The amount of capital actually paid in;

2. The amount invested in real estate;

3. The amount of personal estate;

4. The amount of their debts and credits, as near as may be; 5. The name of each stockholder, and the number of shares held by him, at the date of such report; and every such report shall be verified on oath, by the officers signing the same; and if any person shall, as to any material facts, knowingly swear or affirm falsely, he shall be deemed guilty of perjury, and be punished accordingly.

(1804.) SEC. 6. The amount of the capital stock in every such Corporation shall be fixed and limited by the stock holders in their articles of Association, and shall, in no case, be less than ten thousand dollars, nor more than five hundred thousand dollars, and shall be divided into shares of twentyHow increased. five dollars each. The capital stock may be increased, and the number of shares, at any meeting of the stockholders called for that purpose: Provided, That the amount so increased shall not, with the existing capital, exceed five hundred thousand dollars.

poration to be

Articles of Asso

Purposes of Cor- (1805.) SEC. 7. The purposes for which every such Corpospecified in ration shall be established, shall be distinctly and definitely ciation. specified in the articles of Association; and it shall not be lawful for said Corporation to appropriate its funds to any other purpose.

Call of First
Meeting.

(1806.) SEC. 8. When any Corporation shall be formed under this act, any two of those associated may call the first meeting of the Corporation at such time and place as they may appoint, by giving notice thereof, by publishing the

same in some newspaper, at least fifteen days before the time appointed for such meeting.

poration, and

(1807.) SEC. 9. The stock, property, and affairs of such Directors of CorCorporation shall be managed by not less than three, nor their term of more than nine Directors, as the articles shall determine; one of whom shall be a resident of this State. They shall hold their offices one year, and until their successors shall be duly chosen.

choose President,

cers.

(1808.) SEC. 10. The Directors of every such Corporation Directors to shall choose one of their number President, and such other and other Offofficers as their articles of Association and by-laws may require, who shall hold their offices one year, or until a majority of the stockholders choose others in their stead. The Directors for the time being shall have power to fill Vacancies, how any vacancy which may happen in their board, by death, resignation, or otherwise, for the current year.

filled.

tive to subscrip

Stock.

quent Stock

(1809.) SEC. 11. The Directors may call in the subscription Provisions relato the capital stock of such Corporation by instalments, in tions to Capital such portion, and at such times and places as they shall think proper, by giving notice thereof as the by-laws shall prescribe; and in case any stockholder shall neglect or refuse payment of any such instalment, for the space of sixty days. after the same shall have become due and payable, and after he shall have been notified thereof, the stock of such delinquent stockholders may be sold by the Directors at public Stock of delinauction, at the office of the Secretary of the Corporation, holders how Fold. giving at least thirty days' notice in some newspaper published in the county: Provided, That if said stockholder shall reside in this State, the stock shall be sold at the business office of said Corporation, in the county in which they are doing business, giving at least thirty days' notice thereof in some newspaper published in the county: if no newspaper be published in said county, in which such Corporation transact their business, then it shall be published in some newspaper in the City of Detroit; and the proceeds of such sale shall be first applied in payment of the instalment called for, and the expenses on the same, and the residue shall be refunded to the owner thereof; and such sale shall entitle the purchaser to all the rights of a stockholder to the extent of the shares so bought.

ings of Directors

(1810.) SEC. 12. A majority of the Directors of every such quorum at MeetCorporation, convened according to the by-laws, shall consti- and Stockholders. tute a quorum for the transaction of business; and those

holding a majority of the stock, at any meeting of the stockholders, shall be capable of transacting the business of the How Stockholders meeting; and at all meetings of such stockholders, each share shall be entitled to one vote. Stockholders may appear and vote in person, or by proxy, duly filed.

may vote.

Provision in case of failure in AnDual Election.

Books of account to be open for inspection, etc.

Power to hold

Real and Personal Estate.

Stock to be deemed Personal Property.

have lien upon

(1811.) SEC. 13. If it shall so happen that an election of Directors shall not take place at the annual meeting, such Corporation shall not be dissolved, but the election may be held at any time thereafter, by giving thirty days' notice of the time and place of such election, in the manner provided in the eleventh section.

(1812.) SEC. 14. The books of every such Corporation, containing the accounts, shall, at all reasonable times, be open for the inspection of any of the stockholders, and as often as once in each year a statement of the accounts of such Corporation shall be made by order of the Directors, and laid before the stockholders.

(1813.) SEC. 15. Every such Corporation shall, by their name, have power to acquire and hold all such real and personal estate as shall be necessary for the purposes of carrying on the business of such Corporation: Provided, That their real estate shall not exceed three thousand acres, unless such Corporation is organized for the purpose of iron mining or manufacturing, in which case their real estate shall not exceed ten thousand acres. (b)

(1814.) SEC. 16. The stock of every such Corporation shall be deemed personal property, and shall be transferred only on the books of such Company in such form as the Directors Corporation to shall prescribe; and such Corporation shall at all times have Stock for debts a lien upon the stock or property of its members, invested therein, for all the debts due from them to such Corporation, which may be enforced by advertisement and sale, in the manner herein provided for selling delinquent stock; and all purchasers at such sale shall be entitled to the rights of stockholders.

due from Membera.

When Stockholders individually liable.

(1815.) SEC. 17. The stockholders of all Corporations founded Const. Art. 15, upon this act, shall be individually liable for all labor performed for such Corporation or Associations, which said

Sec. 7.

(b) As Amended by "An Act to Amend Section Fifteen of an Act entitled, 'An Act to Authorize the Formation of Corporations for Mining, Smelting, or Manufacturing Iron, Copper, Mineral Coal, Silver, or other Ores and Minerals, and for other Manufacturing Purposes,' Approved February 5, eighteen hundred and fiifty-three." Approved February 9, 1857. Laws of 1857, p. 188.