Election of directors. Directors to choose president (2288.) SEC. 7. The stock, property, and affairs of such corporation shall be managed by not less than seven directors, to be elected as the by-laws of such corporation shall determine, and to Term of office. hold their offices for the period of one year and until their successors shall be duly chosen. Said directors shall choose one of their number president, and a majority of them, convened according to the by-laws, shall constitute a quorum for the transaction To fill vacancy. of business. Said directors shall have power to fill any vacancy which may happen in their board, by death, resignation, or otherwise, for the current year. How other offcers shall be chosen. Corporate rights ey, etc., on deposit (2289.) SEC. 8. All other officers necessary for the transaction of the business of such corporations shall be chosen in such manner as the by-laws thereof shall prescribe. (2290.) SEC. 9. Any corporation organized under this act shall have power, in and by its corporate name, to accept and execute any trust which may be created by instruments in writing, appointing such corporation trustees for any lawful purpose, and to act To act as trustee. as such trustee in all matters embraced in such trust; to take and To receive mon- receive from any individual or corporation, on deposit, for safe keeping and storage, gold and silver plate, jewelry, money, stocks, securities, and other valuable and personal property, and may have power to collect coupons, interests, and dividends on said To rent use of above-described securities, and to rent out the use of safes and other receptacles on their premises, upon such terms and for such comTo become secu- pensation as may be agreed upon; to become security for administrators, guardians, or other trustees or persons in cases where, by law or otherwise, one or more sureties are required, for a rate of compensation and upon such terms and conditions as shall be established by the directors of any such corporation. safes. rity in certain cases. May lease, purchase, etc., real tate. (2291.) SEC. 10. It shall be lawful for any such corporation to or personal es- lease, purchase, hold, and convey all such real or personal estate as may be necessary to carry on its business, as well as such real or personal estate as it may deem necessary to acquire in the enforcement or settlement of any claims or demands arising out Execute and is of its business transactions; execute and issue in the transaction sue receipts, etc. of its business, all necessary receipts, certificates, and contracts, which shall be signed by such person or persons as may be designated by the by-laws of such corporation. When directors may call in unpaid capital stock, and seH (2292.) SEC. 11. The directors of any such corporation may call in, the remainder of the capital stock not paid in when the corpodelinquent stock ration is formed, in such installments and at such times and places as they may deem proper, by giving notice thereof as the by-laws shall prescribe; and in case any stockholder shall neglect or refuse payment of any such installment 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 stockholder may be sold by the directors at public auction, at the office of the secretary of the corporation, giving at least thirty days' notice by publication in some newspaper published at the place where the principal office for the transaction of the business of such corporation is located. (2293.) SEC. 12. The board of directors are hereby authorized Authorized to invest capital of to invest the capital of the said corporation, and to keep the same corporation. invested in good securities; and it shall be lawful for said corporation to make such investment of its capital and of the funds accumulated by its business, or any part thereof, in bonds and mortgages on unencumbered real estate within the State of Mich- How capital may igan, and also in any or all stocks or bonds of this State or the United States, and also bonds of any county, township, city, village, and school district of this State legally authorized to issue such bonds. be invested. vice of process (2294.) SEC. 13. Service of any legal process against any corpo- on whom serration formed under this act may be made on the president, secre- may be made. tary, or agent, or if neither of them can be found, by posting a copy thereof in some conspicuous place where the business of such corporation is transacted. deemed personal transferable. (2295.) SEC. 14. The shares of stock of the corporations estab- Shares of stock lished under this act shall be deemed personal property, and shall property; how be transferable only on the books of such corporations, in such mauner as their by-laws shall prescribe. stockholders in for debts. (2296.) SEC. 15. The officers and stockholders of every corpora- Officers and tion or association formed under this act shall be individually dividually liable liable for all debts contracted during the term of their being officers or stockholders of such corporation or association, equally and ratably, to the extent of their respective shares of stock in any such corporation or association. SEC. 16. This act shall take immediate effect. · CHAPTER LXXV. RAILROAD COMPANIES. Authorized to incorporate. An Act to provide for the incorporation of railroad companies. 1 [Approved February 12, 1855. Laws of 1855, p. 153.] (2297.) SECTION 1. The People of the State of Michigan enact, That any number of persons, not less than twenty-five, being subscribers to the stock of any contemplated railroad, railroad bridge, or railroad tunnel, may be formed into a corporation for the purpose of constructing, operating, and maintaining such railroad, railroad bridge, or railroad tunnel, over or under any of the waters of this State, by complying with the following requirements: When Requirements. stock to the amount of one thousand dollars for every mile of said road so intended to be built, or to the extent of one-half of the estimated cost of any such bridge or tunnel so intended to be built, shall be in good faith subscribed, and five per cent paid thereon, as herein required, then such subscribers may select directors for said Articles of asso- company; and thereupon, they shall severally subscribe articles of association, in which shall be set forth the name of the corporation; the number of years the same is to be continued, the amount of the capital stock of the company, which shall not be less than eight thousand dollars per mile of road constructed or proposed to be constructed of the "T" or continuous rail, and not less than ciation. "T" rail. It was thought proper to retain this act, and leave any question which might arise as to its having been superseded or repealed by the new law of 1871 to the proper tribunals. See section 2405, et seq. four thousand dollars per mile of road constructed or proposed to be constructed with the flat-bar rail, and not less than half the Flat-bar rail. estimated cost of any such bridge or tunnel: Provided, That Proviso. rail. struction. no car shall be run at a higher rate of speed than fifteen miles per Speed on flat-bar hour upon any road so constructed with the flat-bar rail; the number of shares of which the stock shall consist; the number of Directors. directors and their names, who shall not exceed in number onehalf the stockholders; the place from and to which the proposed Line of conroad is to be constructed, and each county into or through which it is intended to pass, and its length, as near as may be, and the name of five commissioners to open books of subscription to the stock; and in the case of such bridge or tunnel, the locality in which it is intended to construct the same. Each subscriber to such Articles filed. articles of association shall subscribe thereto his name, place of residence, and the number of shares of stock taken by him in such company. The articles of association may be filed in the office of the Secretary of State: Provided, That such articles of association Proviso. shall not be filed in the office of the Secretary of State, as aforesaid, until five per cent of the amount of stock subscribed thereto shall have been actually paid in cash to the directors named in such articles, nor until there is annexed thereto an affidavit made by at least one-half of the directors named in said articles, that the amount of stock required by this section, to wit: One thousand Amount of stock dellars per mile for any such railroad, or one-half of the estimated filing. cost of any such railroad bridge or tunnel, has been subscribed, and that five per cent of the amount has been actually paid in; and thereupon, the persons who have subscribed, and all persons who shall from time to time become stockholders in such company, shall be a body corporate, by the name specified in such articles, and shall be capable of suing and being sued, and may have a common seal, and may make and alter the same at pleasure, and be capable in law of purchasing, holding, and conveying any real and personal property whatever, necessary for the construction of such road, bridge, or tunnel, and for the erection of all necessary buildings, yards, and appurtenances for the use of the same, and shall have power, annually thereafter, or at such other time as the stockholders owning not less than one-fourth of the stock shall determine, and in the same manner as provided in section nineteen hundred and fifty of the Compiled Laws, to call a meeting of the stockholders, and thereat to choose not less than seven nor more than thirteen directors, who shall be members of said body corporate ; and all the provisions of section four of this act shall apply to the paid in before Proviso. election of such directors; and any railroad-bridge or railroad-tunnel company shall, for all the purposes of this act, be deemed and taken to be a railroad company, and shall be entitled to all the benefits of all the provisions of this act, and subject to all its restrictions: And provided further, That any railroad-bridge company or railroad-tunnel company, which may be organized under this act to bridge or tunnel the Detroit river or the river St. Clair, or any of the waters in the jurisdiction of this State, Right to consol- shall have the right to consolidate the stock, property, and assets of said company, with the stock, property, and assets of any company organized or to be organized under the laws of this State, or which may be created under the laws of any adjacent State or country, to construct any such bridge or tunnel to connect therewith, upon such terms, conditions, and agreements as may by the said two companies be deemed just and equitable: Provided, That every such bridge or tunnel shall be so constructed as not to be a material obstruction to navigation.' idate. Proviso. Certified copy presumptive evidence. ed and filed. (2298.) SEc. 2. A copy of any articles of association filed in pursuance of this act, with a copy of the affidavit annexed thereto, as well as of any articles amendatory thereto, and certified by the Secretary of State, under the seal of the State, to be a copy, shall in all courts and places be presumptive evidence of the incorporation of said company, as well as of the articles amendatory thereto; Articles record and all such articles of association, filed in pursuance of this act, with all subsequent alterations and amendments thereof, and also the affidavits annexed thereto, shall be forthwith recorded in a book to be provided by him for that purpose, said record to be made at the expense of the company filing the same; and as soon Company may as the articles of association, as well as any articles amendatory thereto, are filed as above provided, the company filing the same may at once proceed to construct, operate, and maintain its railroad or any section thereof, and to exercise the proper powers and privileges, and to accept such municipal or individual aid as may be pledged for such purpose, and also to levy and collect such assessments upon the stock subscribed for such purpose as said company shall determine: Provided, That the amount of such municipal and individual aid, together with the stock actually subscribed, shall be at least six thousand dollars for each mile of the Articles may be road to be so constructed; and it shall be competent for any company organized under this act, upon a vote of two-thirds in value of its stockholders, at any meeting thereof, to alter and amend its proceed to construct. Proviso. amended. 1 As amended by Act 65 of the Laws of 1867, p. 90, approved and took effect March 19, 1867. |