case a majority

same manner as is provided for conducting elections in such vilProceedings in lage; and in case a majority of the qualified voters of such village vote for vacating shall vote in favor of vacating the incorporation of the same, or any part thereof, the trustees or common council of such village, or a majority of them, shall immediately thereafter cause a transcript of all the proceedings in the case to be certified under their hands to the county clerk of the county in which such village is located; and in case the entire village plat is vacated, all books, records, files, and papers relating to the organization of such village be deposited with the said county clerk, for safe keeping and reference: Provided, That nothing in this act contained shall authorize the qualified voters of any such incorporated village to vacate or alter any recorded plat of such village, or any street or alley in the same.

Proviso.

Companies; when may be formed.

An Act to authorize the formation of companies for the introduction of water into towns, cities, and villages in the State of Michigan.

[Approved April 3, 1869. Laws of 1869, p. 188.]

(3355.) SECTION 1. The People of the State of Michigan enact, That whenever the common council of any city or incorporated village, or the municipal authority of any town in this State, shall, by resolution, declare that it is expedient to have constructed works for the purpose of supplying such city, village, or town, and the inhabitants thereof, with water, but that it is inexpedient for such city, town, or village, under the power granted in its charter, Number of cor- to build such works, it shall be lawful for any number of persons, not less than five, to organize a company for the construction of

porators.

privileges.

compensation

such water-works, or for any company previously organized, to construct such water-works under the provisions of this act; and such Powers and corporation shall have all the powers and privileges prescribed in the act in regard to corporations, being chapter fifty-five of Revised Statutes of eighteen hundred and forty-six, and chapter seventythree of the Compiled Laws. They shall be capable of suing and Liabilities. being sued in any court of this State; may have a common seal, Seal. and alter and amend the same at pleasure; may elect in such a Officers; their manner as they may determine all necessary officers; may fix their and duties. By-laws; how compensation and determine their duties, and make from time to made." time such by-laws, not inconsistent with the Constitution and laws of this State, as a majority of the stockholders shall choose. (3356.) SEC. 2. Any number of persons, not less than five, who Company; how shall associate according to the provisions of this act, under any name assumed by them, to form a company for the purpose of supplying any city, town, or village, or the inhabitants thereof, with water for any and all purposes, shall, under their hands and seals, make and acknowledge before some person authorized by the laws Certificate of asof this State to take acknowledgments of deeds, a certificate, which shall specify

formed.

sociation.

Name.

Object.

First. The name by which such company shall be known; Second. The object for which such company shall be formed; Third. The amount of capital stock of such company, and the Amount of capnumber of shares into which the same is divided;

ital stock.

Capital stock paid in.

Fourth. The amount of capital stock actually paid in ; Fifth. The names of the stockholders, their respective residences, Names, etc. and the number of shares held by each;

and location of

Sixth. The name of the city, town, or village, and county in Place of business which the operations of the company are to be carried on, and the office. place in this State where the office for the transaction of business

is located;

where filed.

Seventh. The term of years the corporation is to exist, not Certificate, and exceeding thirty;

And shall cause the same to be filed with the Secretary of State of this State, and recorded in the county clerk's office of the county or counties in which such company shall conduct its business. They shall become incorporated under the name and style provided in such certificate, and are hereby authorized to carry on the operations named in such certificate of incorporation, and shall, with their successors and assigns, be deemed a body politic and corporate, in fact and in name, under any name assumed by them in their articles of association.

per

Real and sonal estate.

Capital limited.

(3357.) SEC. 3. Every such corporation shall, by their name, have power to acquire and hold all such real and personal estate as shall be necessary for carrying on the business of said corporation.

(3358.) SEC. 4. The amount of capital stock in every such corporation shall be fixed by the stockholders in their articles of association, but shall in no case be less than ten thousand dollars. Said How increased. stock may be increased from time to time as may be directed by the stockholders; and when the same is so increased, the same record shall be made of the fact, with the name of the stockholders, as required by section two of this act; and all the stock of said company shall be divided into shares of fifty dollars each.

How divided.

Officers; how and when elected

Term of office.

Quorum.

General powers of corporations.

(3359.) SEC. 5. The officers shall be elected by the stockholders when fifty per cent of the stock shall be subscribed and ten per cent of the amount subscribed paid in, and after a notice of at least two weeks has been given in some newspaper printed in the place where the said business is to be located, said notice to be signed by at least three stockholders; and the officers elected shall hold their office one year and until their successors are elected. Said officers shall have the general superintendence of the affairs of the company, and the management of the business, and may call special meetings of the stockholders; and a majority of the stockholders shall constitute a quorum at all meetings; and at all meetings each share shall be entitled to one vote, either in person or by proxy.

(3360.) SEC. 6. Any corporation formed under this act shall have power to introduce water into any town, city, or village in the State, named in their articles of incorporation, and where the said corporation is located, for public or private buildings, or for other purposes; and for that purpose they are authorized and empowered to acquire and hold real estate in such town, city, or village, or contiguous thereto, if necessary, and to erect and maintain all necessary and convenient buildings, fixtures, machinery, and other appurtenances incident or necessary, and to lay water pipes in and through the streets, avenues, lanes, alleys, or squares of said city, town, or village, with the consent of the municipal authorities of the city, town, or village, under such reasonable regulations as they may prescribe; and to make all ordinances and by-laws necessary and proper to carry into effect the foregoing powers. Said corporation, by their directors, agents, servants, or other persons employed, may enter upon the lands of any person or persons which may be necessary for said purposes, and may take the water from any springs, ponds, rivers, fountains, or streams, and divert and conduct the same to said city, and may lay and construct any

pipes, conduits, aqueducts, wells, reservoirs, or other works or machinery necessary or proper, and authorized for said purposes, upon any lands or property entered upon, purchased, taken, or held. Said corporation may, as aforesaid, enter upon any lands, streets, highways, lanes, alleys, public squares, through which they deem it proper to carry water from said springs, ponds, rivers, fountains, streams, and reservoirs, and lay and construct any pipes, conduits, aqueducts, and other works for said purposes, leaving said lands, streets, highways, lanes, or public squares in the same. condition, as nearly as may be, as they were before said entry; but the said company shall not, within the bounds of such city, town, or village, lay and construct said pipes, conduits, aqueducts, and other works, through any private garden, court-yard, or buildinglot, without the written consent of the owner thereof.

Survey and map made before en

of lands to be

tering upon.

(3361.) SEC. 7. Before entering, taking, or using any lands for the purposes of this act, the directors of the company shall cause a survey and map to be made of the lands intended to be taken or entered upon for any of said purposes, and by which the land of said owners or occupants intended to be taken or used shall be designated, and which map shall be signed by the surveyor or Map, where filed engineer making the same, and by the president of said company,

enter upon lands

and be filed in the office of the clerk of the county. The com- Company may pany, by any two of its officers, agents, or servants, may enter upon to examine. any lands for the purpose of making any examination, and for the purpose of making said survey and map.

how acquired.

(3362.) SEC. 8. In case said company cannot agree with the own- Title to lands; ers or occupants of any lands or water intended to be taken or used as aforesaid, for the purchase thereof, said company may, for the purpose of acquiring the necessary title and right to said lands. or water, present a petition to the circuit court of the county where the company is located, at any term thereof, or during the vacation of the term to any judge of a court of record, praying for the appointment of three commissioners; and such proceedings shall be had upon said petition as are prescribed in the act to provide for the incorporation of railroad companies, being chapter sixty-seven of the Compiled Laws, for the purpose of acquiring such title or right, except that the said circuit court or judge shall appoint disinterested and competent freeholders residing in the township or municipality where the said premises are situated.

(3363.) SEC. 9. The stock of every such corporation shall be stock deemed deemed personal property, and certificates of stock shall be issued personal propto each stockholder on the full amount of his subscription being

erty.

Certificates of paid in. The said certificates of stock may be transferable, but the transfer shall not be valid unless a record shall be made of must be recorded the same in the books of the company, in such form as the direct

issued to stockholders. Transfer of,

Subscriptions; how called in.

secure unpaid subscription.

ors shall prescribe; and it shall be the duty of the directors to make out a written statement of all the stockholders, and the amount of stock held by each, when legally called upon by the proper assessing officer.

(3364.) SEC. 10. The directors may call in subscriptions to the capital stock of such corporation, by installment, in such portions as they deem best, by giving notice thereof as provided by the by-laws; and in case any stockholder refuses or neglects to pay any such installment for the space of sixty days after the same shall Proceedings to have become due and payable, and after he shall have been notified thereof, the stock of any such delinquent stockholder may be sold by order of the directors, at public auction at the office of said company, after thirty days' notice published in some newspaper in the county where the corporation is located; and the proceeds of said sale shall be first applied in the payment of the installment called for, and the expense on the same, and the residue shall be refunded to the former owner thereof; and such sale shall entitle the purchaser to all the privileges of a stockholder to the extent of the share so bought.

Stockholders in

dividually liable

poration.

(3365.) SEC. 11. The stockholders of all corporations organized for debts of cor- under this act shall be individually liable for debts contracted by said corporation during the time they were stockholders as aforesaid, which said liability may be enforced against any stockholder, founded on this statute, at any time after an execution shall be returned not satisfied against such company: Provided always. That if any stockholder 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 number of them, and recover in such action the ratable amount due from the person or persons so sued.

Proviso.

(3366.) SEC. 12. The municipal authorities of any city, village, or town into which water shall be introduced by a company under this act, may contract and agree with such company for the supply of water for public, municipal, or other purposes, and for the time and mode of payment, and may issue their obligations therefor.

(3367.) SEC. 13. There shall be an annual meeting of the stockholders at such time and place as the by-laws of the corporation shall designate, for the election of directors and the transaction of