clerk and supervisor. Said commissioner of highways shall render to the township board at the annual meeting thereof in each year an account in writing showing the extent of the improvements that have been made on the highways of the township, the roads that have been constructed, or partially constructed, and the amount of money that has been expended for the respective purposes.

mitted to electors.

SEC. 3. The question of issuing the bonds provided for in Question of issuing bonds section one of this act shall be submitted to the legal voters to be subof such township by the township board within ninety days after the filing of the application mentioned in section one, giving due notice thereof by causing the date, place of voting and object of said election to be stated in written or printed notices to be posted in five public places in such township at least twenty days before the time fixed by said board for such election and by publishing the same in at least one newspaper published in said township, or if none be published in said township, then in some newspaper published in the same county, which is circulated in such township, at least two two weeks before the time of such election, which notice shall state the amount of money proposed to be raised by such bonding and the purpose or purposes to which it shall be applied. SEC. 4. The vote upon such proposition shall be by ballot, Form of either printed or written, or partly printed and partly written, and such ballots shall be in the following form:

"For the issuing of township bonds to improve the highways-Yes."

"For the issuing of township bonds to improve the highways-No."

The election shall be conducted and the votes canvassed in all respects as in other township elections.

ballot.

interest.

SEC. 5. If at such election two-thirds of such qualified elec- when bonds tors present thereat and voting upon said proposition shall may be issued. vote in favor of such loan, said bonds shall be issued by the Rate of township board in denominations not exceeding one thousand dollars each at a rate of interest not exceeding five per cent per annum and for a period not exceeding twenty-five years, as the township board shall by resolution direct. Said bonds How signed. shall be signed by the township board, countersigned by the township treasurer and negotiated by and under the direction of said board, and the moneys arising therefrom shall be used for the purpose or purposes which have been set forth in the notices of election and the ballots cast at such election and for no other purpose.

raised.

SEC. 6. In case any bonds are issued under the provisions Tax for, how of this act, it shall be the duty of the township board to raise in each year by tax upon the taxable property of such township such sums of money as shall be sufficient to pay the amount of said bonds and the interest thereon as fast as the same shall become due.

tiated at par.

SEC. 7. No bonds issued under and by virtue of this act To be negoshall be used or negotiated at less than their par value. Approved June 18, 1903.

Purposes for which may incorporate.

Who to furnish blanks for

to contain.

[No. 232.]

[This act undoubtedly repeals by implication acts Nos. 130 and 133, P. A. 1903.]

AN ACT to revise and consolidate the laws providing for the incorporation of manufacturing and mercantile companies or any union of the two, and for the incorporation of companies for carrying on any other lawful business, except such as are precluded from organization under this act by its express provisions, and to prescribe the powers and fix the duties and liabilities of such corporations.

The People of the State of Michigan enact:

SECTION 1. Any three or more persons desiring to become incorporated for the purpose of carrying on any manufacturing or mercantile business, or any union of the two, or for buying, selling and breeding cattle, sheep and horses, or other live stock, or for engaging in maritime commerce or navigation, or for the purchasing, holding and dealing in real estate, or for conducting a warehouse and storage business, or for erecting and owning buildings to be occupied or leased for dwelling houses, halls, or business purposes, or for the production and supplying of gas and electricity for lighting, fuel or other purposes, or for printing, publishing and bookmaking, or for carrying on any other lawful business, except such as are excluded by section thirty-six of this act, may, by complying with the provisions of this act, with their successors and assigns, become a body politic and corporate.

SEC. 2. The articles of association of every such corporaarticles, what tion shall be made on suitable and uniform blanks which it is hereby made the duty of the Secretary of State to furnish on application free of charge, or upon blanks substantially uniform approved by the Secretary of State, which articles shall be signed by the persons associating in the first instance and acknowledged before some person authorized by the laws of this State to take acknowledgments of deeds, and shall

Name.
Proviso.

Purposes.

Place of business.

Capital stock.

state:

First, The name assumed and by which the corporation shall be known in law: Provided, No name shall be assumed already in use by any other existing corporation of this State, or corporation lawfully carrying on business in this State, or so nearly similar as to lead to uncertainty or confusion;

Second, Distinctly and definitely, the purpose or purposes for which the corporation is formed, and it shall not be lawful for said corporation to divert its operations, or appropriate its funds to any other purpose, except as hereinafter provided;

Third, The principal place or places at which its operations are to be conducted;

Fourth, The amount of the total authorized capital stock which shall not be less than one thousand dollars, and not more than twenty-five million dollars; the amount of capital

stock subscribed which shall not be less than fifty per cent of the authorized capital stock; the articles may provide for common and preferred stock subject to section thirty-five, and in that case shall contain an exact statement of the terms upon which the common and preferred stocks are created, and the amount of each subscribed, and the amount of each paid in;

shares.

Fifth, The number of shares into which the capital stock Number of is divided, which shall be of the par value of ten dollars or one hundred dollars each;

Sixth, The amount of capital stock paid in at the time of Amount of capital paid executing the articles, which shall not be less than ten per in, etc. cent of the authorized capital, and in no case less than one thousand dollars, except in case of a capitalization of two thousand dollars or under, when it shall be twenty-five per .cent thereof, and the amount so paid in shall not be reduced below such per cent of its capital. Such capital stock may be paid in, either in cash or in other property, real or personal; but where payment is made otherwise than in cash there shall be included in the articles an itemized description of the property in which such payment is made, with the valuation at which each item is taken, which valuation shall be conclusive in absence of actual fraud;

Seventh, The place in the State of Michigan where the office once in state. of the company is located;

Eighth, The term of years the corporation is to exist, which Term of shall not be to exceed thirty years;

existence.

stockholders,

etc.

stock may be

increased or

diminished.

Ninth, The names of the stockholders, their respective resi- Names of dences, and the number of shares subscribed for by each. The amount of the capital stock and number of shares of How capital every corporation organized under this act may be increased or diminished at any annual meeting of the stockholders, or at a special meeting expressly called for that purpose, by a vote of two-thirds of the capital stock of the corporation. In voting upon the increase of the capital stock, the stockholders shall have power by the same statutory majority, to fix the value of, and the price at which, the increase of the capital shall be subscribed and paid for by the stockholders, as well as the time and manner of the subscription and payment, and by the same vote to authorize the directors of the corporation to sell, at not less than the price so fixed, any part of such increase not subscribed by the stockholders, after they have had a reasonable opportunity to make subscription of their proportionate shares thereof; and to make provision for calling in and cancelling the old and issuing new certificates of stock; but nothing herein contained shall in any way operate to discharge any company, which may diminish its capital stock, from any obligation or demand that may be due from said company. When a corporation shall so Certificate, increase or diminish its capital stock, the president and a majority of the directors shall make a certificate thereof, which shall be signed by them and recorded and returned as

where filed.

Proviso as to amount paid

in.

Further provisions of articles.

Proviso.

First meeting of stockhold

be called.

provided herein for recording and returning the original articles of incorporation, and such increase or diminution shall commence and be operative from the date when such certificate is recorded in the office of the Secretary of State: Provided, That in order to entitle such certificate to be recorded it must show that at least fifty per cent of the total authorized stock, after such increase, has been subscribed, and that at least ten per cent of the total authorized capital has been actually paid in. The articles of incorporation, besides defining the purposes for which the corporation is formed, as provided in sub-section second above, may also contain any provision which the incorporators may deem advantageous for the regulation of the business and for the conduct of the affairs of the corporation and any provision creating, defining, limiting and regulating the powers of the corporation, the directors and the stockholders, or any class or classes of. stock and stockholders: Provided, The same be not inconsistent with this act, or the general statutes of this State regulating corporations.

SEC. 3. When any number of persons shall have associated ers, how may according to the provisions of this act, any two of them may call the first meeting of the stockholders, at such time and place as they may appoint, by giving notice thereof by publishing the same in some newspaper published in the county in which its office is located, and if there is no newspaper published in such county, then by publishing the said notice in some newspaper published in an adjoining county, at least two weeks before the time appointed for such meeting. But said notice may be waived by a writing signed by all the subscribers to the capital stock of said corporation, specifying the time and place for said first meeting, which writing shall be entered at full length upon the records of the corporation; and the first meeting of any such corporation, which has been held pursuant to such written waiver of notice, shall be valid. SEC. 4. The stock, property, affairs, and business of every how managed. manufacturing or mercantile corporation shall be managed by not less than three directors, who shall be chosen annually by the stockholders, at such time and place as shall be provided by the by-laws of said corporation, and who shall be stockholders, and shall hold their offices for one year, and until others shall be chosen in their stead.

Corporation,

Failure to elect, not to dissolve.

Proviso.

Directors to

SEC. 5. If an election of directors in any such corporation shall not take place at the annual meeting thereof, in any year, such corporation shall not thereby be dissolved, but an election may be had at any time thereafter to be fixed upon, and notice thereof to be given by the directors: Provided, That in case the directors shall refuse or neglect so to do, any three of the stockholders may call a meeting of the stockholders for the election of directors, by giving the notice as prescribed in section three of this act.

SEC. 6. The board of directors shall elect one of their numelect officers. ber to be president of the corporation and board, and one or more of their number to be vice president, and shall also

choose a secretary and treasurer, and assistants if deemed necessary. The secretary and treasurer shall reside and transact the corporation's business at its office within this State, unless the articles, or an amendment thereof duly made, provide for the location of the principal office of the corporation without this State. The directors shall appoint such other officers and agents as the by-laws of the corporation shall prescribe, who shall hold their offices according to their contracts, or until others are appointed in their stead. If the stockholders so direct the same person may hold the office of secretary and treasurer.

cies in board.

SEC. 7. The directors of such corporation shall have power May fill vacanto fill any vacancy which may happen in their board by death, resignation, or otherwise, for the current year.

business.

SEC. 8. It shall be lawful for any corporation organized or Where may existing under the provisions of this act to conduct its busi- conduct ness in whole or in part at any place or places within the United States.

be recorded

business.

SEC. 9. Before any corporation, organized under this act Articles to to operate in this State, shall commence business, the presi- before comdent shall cause the articles of association to be recorded, mencing at the expense of said corporation, in the office of the Secretary of State of this State, and in the office of the county clerk of the county in which such operations are to be carried on, and before any corporation organized hereunder, to operate outside this State, shall commence business, the president shall cause the articles of association to be recorded at the expense of the corporation, in the office of the Secretary of State and in the office of the county clerk of the county in this State where the office of the corporation is located. The Secretary of State and the county clerk, in whose office such articles of association shall be recorded, shall each certify upon every such articles of association recorded by him, the time when it was received, with a reference to the book and Transcripts page where the same is recorded, and the record, or transcript what to be of the record, certified by the Secretary of State of this State, and under the seal thereof, shall be received in all the courts of this State as prima facie evidence of the due formation, existence and capacity of such corporation in any suit or proceedings brought by or against the same. And in case of In case of companies organized under act number forty-one, laws of filing articles. eighteen hundred and fifty-three and amendments thereto, and whose original articles of association and amendments are filed in the office of the Secretary of State, copies of such articles of association or amendments duly authenticated by the Secretary of State under the seal of the State, shall be received in all courts of this State as prima facie evidence of the things therein stated.

of record, of

evidence.

companies

directors.

SEC. 10. A majority of the directors of every manufactur- Meeting of ing or mercantile corporation convened according to the bylaws, shall constitute a quorum for the transaction of business; and the stockholders holding a majority of the stock, Stockholders at any meeting of the stockholders, shall be capable of trans