CHAPTER CXVI.

FINE ARTS.

An Act to provide for the incorporation of associations for the encouragement of the

fine arts.

[Approved March 18, 1865. Laws of 1865, p. 494.]

porations.

(3187.) SECTION 1. The People of the State of Michigan enact, Powers of corAll 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.

(3188.) SEC. 2. Any number of persons, not less than five, who Body corporate. 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 purchasing and of erecting or constructing a building or galleries for the exhibition, for a reasonable admission fee, of paintings, sculpture, engravings, and other works of art, and for the distribution of such works among subscribers or purchasers of right therefor, and who shall comply with the provisions of this act, shall, with their successors and assigns, constitute a body politic and corporate, in fact and name, under any name assumed by them in their articles of association: Provided however, That in Proviso. such distribution, each subscriber or purchaser of a right therein

Articles of aɛBociation; how executed.

Contents of.

Articles; where filed.

Annual report of corporation.

Contents of.

Capital stock;

amount of.

shall be entitled to at least one of the pieces of sculpture, paintings, engravings, or specimens of the fine arts exhibited by such association for such distribution.

(3189.) SEC. 3. The articles of agreement of every such association shall be signed by the persons associating in the first instance, and acknowledged before some officer authorized by the laws of this State to take acknowledgment of deeds, and shall state

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

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

Third. The amount of capital stock actually paid in;

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

Fifth. 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;

Sixth. The term of its existence, not to exceed thirty years. And such articles, with the certificate of acknowledgment thereof, shall be filed in the office of the Secretary of State of this State, and a duplicate thereof in the office of the clerk of the county where such association shall conduct its business, and which articles shall be recorded at length in said offices, in books provided therefor at expense of such corporation.

(3190.) SEC. 4. Every such corporation shall, annually, in the month of July, make a report to the Auditor General of this State, signed by a majority of the board of directors, containing— First. The amount of capital actually paid in;

Second. The amount invested in real estate;

Third. The amount of personal estate;

Fourth. The amount of their debts and credits, as near as may be; Fifth. 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.

(3191.) SEC. 5. The amount of the capital stock in every such corporation shall be fixed and limited by the stockholders in their articles of association, and shall in no case be less than twenty thousand dollars nor more than five hundred thousand dollars, of which fifty per cent shall be actually paid in at the time of filing

euch articles, and shall be divided into shares of twenty-five dollars each. The capital stock may be increased, and the number of Increase of. shares, at any meeting of the stockholders called for that purpose: Provided, That the amount so increased shall not, with the exist- Proviso. ing capital, exceed five hundred thousand dollars.

poration to be

(3192.) SEC. 6. The purposes for which every such corporation objects of corshall be established shall be distinctly and definitely specified in stated in articles. the articles of association; and it shall not be lawful for said corporation to appropriate its funds to any other purpose.

of the corpora

(3193.) SEC. 7. When any corporation shall be formed under this First meeting act, any two of those associated may call the first meeting of the tion. 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.

(3194.) SEC. 8. The stock, property, and affairs of such corpora- Directors. tion shall be managed by not less than three nor 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 Term of office. until their successors shall be duly chosen.

poration.

(3195.) SEC. 9. The directors of every such corporation shall Officers of corchoose one of their number president, and such other officers as their articles of association and by-laws may require, who shall hold their offices one year, or until a majority of the stockholders shall choose others in their stead. The directors for the time being shall have power to fill any vacancy which may happen in their board by death, resignation, or otherwise, for the current year.

call in capital

stock.

(3196.) SEC. 10. The directors may call in the remaining fifty Directors may per cent of the subscription to the capital stock of such corporation stock. by installments, in 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 Sale of forfeited 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 in some newspaper published in the county: Provided, That if said Proviso. stockholder shall reside in the 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 Publication of published in said county in which such corporation transact their

notice of sale.

Quorum.

Proxy.

Proceedings when election of directors does

not take place at

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 installment 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.

(3197.) SEC. 11. A majority of the directors of every such corporation, convened according to the by-laws, shall constitute 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 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.

(3198.) SEC. 12. If it shall so happen that an election of directors shall not take place at the annual meeting, such corporation annual meeting 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 tenth section.

Books of corporation to be

open.

Annual state

ment of accounts

Corporation may hold personal and real estate.

Stock deemed

personal property.

How transferred

have lien on stock.

(3199.) SEC. 13. 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.

(3200.) SEC. 14. Every such corporation shall have power under their corporate name to acquire and hold all such personal estate as shall be necessary and convenient for the purposes of its organization, and such real estate as shall be required for a proper and convenient building for the purposes aforesaid, not exceeding one hundred feet in front, in any incorporated city, and may lease to others any portion of said building not needed for its own use.

(3201.) SEC. 15. 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 shall preCorporation to scribe; and such corporation shall at all times have 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.

Distribution of works of art.

(3202.) SEC. 16. Such corporation shall provide in its by-laws for the mode of distribution of the works of art amongst the sub

scribers and purchasers of right therein, and a printed copy of such by-laws shall be exhibited in a conspicuous place in the exhibition room of such association.

individually

(3203.) SEC. 17. The stockholders of all corporations founded Stockholders upon this act shall be individually liable for all labor performed liable for such corporation or association, which said liability may be enforced against any stockholders by action founded on this statute, at any time after an execution shall be returned not satisfied against said company: Provided always, That if any stockholder Proviso. shall be compelled by any such action to pay the debts of any creditor, or any part thereof, he shall have the right to call upon all the stockholders to contribute their part of the sum so paid by him as aforesaid, and may sue them jointly or severally, or any member of them, and recover in such action the ratable amount due from the person or persons so sued.

liable to taxa

(3204.) SEC. 18. All corporations formed under the provisions of Corporation this act shall be liable to assessment and taxation upon their real tion. estate and personal property.

against corpora

(3205.) SEC. 19. Service of any legal process against any corpo- Legal process ration formed under this act may be made on the president, secre- tion, how served tary, or agent, or if neither of them can be found in the county in which, by their articles of association, they are to do their business, then such service may be made by posting a true copy thereof on some conspicuous place at the business office in [of] the company, in said county.

ration becomes

rectors liable.

(3206.) SEc. 20. If any such corporation, organized and estab- When incorpolished under this act, shall willfully violate any of its provisions, insolvent, diand shall thereby become insolvent, the directors ordering or assenting to such violation shall jointly and severally be liable, in an action founded on this statute, for all debts contracted after such violation.

rescind powers

(3207.) SEC. 21. The Legislature may at any time, for just cause, Legislature may rescind the powers of any corporation created pursuant to the pro- of corporation. visions of this act, and prescribe such mode as may be necessary or expedient for the settlement of its affairs.

visions of for

mer act.

(3208.) SEC. 22. That this act shall be subject to the provisions Subject to proof chapter fifty-five, title ten, of the Revised Statutes of eighteen hundred and forty-six, so far as applicable to companies formed under this act.1

I See chapter 130 of this compilation.