evidence of in

copy of their articles of association to be filed in the office of the county clerk of the county or counties in which such association shall have and use their boom or booms; and a copy of any articles Certified copy of association, filed in pursuance of this act, certified by the county corporation." clerk of the proper county to be a true copy thereof, and of the whole of such articles of association, shall be in all courts and places presumptive evidence of the incorporation of such company, and of the facts therein stated.

ciation, how ex

(2777.) SEC. 3. The articles of every such association shall be Articles of assosigned by the persons associating in the first instance, and acknowl- ecuted. edged before some person authorized by the laws of this State to take acknowledgments of deeds, and shall state

First. Distinctly 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 stream or streams upon which their business is to be carried on;

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

Contents of.

(2778.) SEC. 4. Every such corporation shall, annually, in the Annual report month of January, make a report, signed by a majority of the board

of directors, containing

First. The amount of capital stock actually paid in ;

Second. The amount invested in real and personal estate; Third. The amount of their debts and credits, as near as may be ;

Fourth. 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 by the oath of the officers signing the same, and shall be filed with the secretary of the association, and also in the office of the county clerk of the county in which the office of said association shall be located, and open at all reasonable times for the examination of any and every stockholder.

amount of, how

(2779.) SEC. 5. The amount of the capital stock in every such Capital stock; corporation shall be fixed and limited by the stockholders in their fixed. articles of association, and in no case shall be less than ten thousand dollars, nor more than two hundred thousand dollars, and Value of shares. shall be divided in shares of one hundred dollars each. The capi

tal stock and the number of shares may be increased at any meet

Proviso.

Objects of corporation to be

ing of the stockholders called for that purpose: Provided, The amount so increased shall not, with existing capital, exceed two hundred thousand dollars. 1

(2780.) SEC. 6. The purpose for which such corporation shall be definitely stated established shall be distinctly and definitely stated and specified in the articles of association, and it shall not be lawful for said corporation to appropriate its funds to any other purpose.

First meeting of corporation.

Directors.

(2781.) SEC. 7. 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 published in the county where the office of such corporation is located, at least fifteen days before the time appointed for such meeting, or by personal service of like notice upon each of the stockholders, ten days before the time fixed for said meeting.

(2782.) SEC. 8. The stock, property, and affairs of such corporation shall be managed by not less than three nor more than seven directors, to be elected by the stockholders, as the articles of association shall determine, two of whom shall be residents of the county in which the office of such corporation is located. They Term of office. shall hold their offices for the term of one year and until their successors shall be duly chosen and accept their office.

Officers of corporation.

Directors to call in subscriptions.

Stock of delinquent subscribers to be sold.

(2783.) SEC. 9. The directors of every such corporation shall choose from their number a president, secretary, and treasurer, and may appoint such other officers and agents as their articles of association and by-laws may require, who shall hold their offices until the directors shall appoint others in their place. The directors, for the time being, shall have power to fill any vacancy which may happen in their board by any cause.

(2784.) SEC. 10. The directors may call in subscriptions to the capital stock of such corporation by installments, in such portion and sums 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 installment for the space of thirty 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 in which their office is located, of the time

2 As amended by Act 22 of the Laws of 1871, p. 25, approved and took effect February 27, 1971.

applied.

and place of such sale; and the proceeds of such sale shall be first Proceeds, how applied in payment of the installment called for, and the expenses of such sale, and the residue, if any, 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: Provided, Proviso. That in case the proceeds of such sale shall not equal the amount due upon such stock and the expenses of such sale, then and in that case the corporation may sue for and recover such balance from such delinquent stockholder, in an action of assumpsit, in any court having cognizance of the action.

(2785.) SEC. 11. A majority of the directors of every such cor- Quorum. poration, 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 each meeting of the stockholders, each share shall be entitled to one vote. Stockholders may appear and vote in person or by proxy.

rectors other

(2786.) SEC. 12. If, from any cause, it shall happen that an elec- Election of dition of directors shall not take place at the annual meeting, such than annual. 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.

ration to be open.

(2787.) SEC. 13. The books of such corporation, containing the Books of corpoaccounts thereof, shall, at all reasonable times, be open for the inspection of any of the stockholders.

may hold real

booms.

(2788.) SEC. 14. Every such corporation shall, by their corporate Corporation name, have power to acquire, use, and hold all such real and per- estate. sonal estate, by lease or purchase, as shall be necessary for the purpose of carrying on the business of such corporation, with the full right of selling and disposing thereof, when not further needed. for the use of such corporation: Provided, That their real estate Previso. shall not exceed five thousand acres. They shall have power and May construct the right, in any of the navigable waters of this State named in their articles of association, to construct, use, and maintain all necessary booms for carrying on the business of such corporation: Provided always, That they shall first have obtained from the Proviso. owner or owners of the shores along which, or in front of which, they desire to construct such boom or booms, either by lease or purchase, their permission to erect and maintain such boom or booms in front of his or their lands: And provided further, That Booms not to such boom or booms shall be so constructed as to allow the free tion. passage of boats, vessels, craft, logs, timber, lumber, or other float

obstruct naviga

poration.

for boomage.

Powers of cor- ables along such waters. They shall have power to make all necessary contracts for the driving, booming, rafting, and running logs, lumber, timber, and other floatables. They shall have power to carry on the business of driving, booming, rafting, and running logs, timber, lumber, or other floatables, or either of them, as they may Compensation from time to time determine; and for the use of said boom or booms, in the care and custody of logs, timber, lumber, or other floatables, in all cases where no rate is fixed by contract, to charge and collect a uniform and reasonable sum for boomage; and for such boomage, and for driving, rafting, or running of logs, timber, lumber, and other floatables, such corporation shall have a lien upon the logs, timber, or other floatables, driven, boomed, rafted, To have lien on or run; and such corporation shall be entitled to retain the posseslogs, etc.

Proviso.

Stock deemed personal prop. erty.

have lien upon stock.

sion of such logs, timber, lumber, or other floatables, or so much thereof as may be necessary to satisfy the amount of such boomage and reasonable charges for driving, rafting, or running of logs, timber, lumber, or other floatables, and all expenses for taking care of the same, until the same shall be determined, satisfied, and paid, in the manner hereinafter prescribed: Provided, Corporations formed under the provisions of this act may charge for booming of logs within the counties of Muskegon and Newaygo a rate not to exceed ten cents per thousand feet, exclusive of reasonable charges for other labor bestowed on the same.1

(2789.) SEC. 15. The stock of such corporation shall be deemed personal property and shall be transferred only on the books of the company in such manner as the by-laws of such corporation Corporation to shall prescribe; and such corporation shall at all times have a lien upon the stock or property of its members, invested therein, for all debts dure 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.

Process, how served.

Corporation may

bring action to

(2790.) SEC. 16. Service of any legal process against any corporation formed under this act may be made on the president or secretary thereof, and if they cannot be found in the county in which suit may be commenced, then such service may be made upon any one of the directors.

(2791.) SEC. 17. Any such corporation claiming any lien, as prosatisfy amount vided for in the fourteenth section of this act, may bring an action of assumpsit against the owner of such property, to determine

of lieu.

1 As amended by Act 92 of the Laws of 1865, p. 150, approved and took effect March 2,

thereon.

and satisfy the amount of such lien. The proceedings in such Proceedings action shall be in accordance with the practice of the courts in which such action is commenced, in actions of assumpsit, and the property so held may be levied upon and sold to satisfy any judgment which may be rendered against such owner, together with all costs of such suit, including the costs and expenses of providing for the care and safety of such property.

when the owner

jurisdiction of

notice.

(2792.) SEC. 18. If the owner of such logs, timber, lumber, or Proceedings other floatables cannot be ascertained, or is without the jurisdic- is without the tion of the court, the proceeding to ascertain and determine the the court. amount of such lien may be against the property, and commenced by filing the petition of said corporation claiming such lien, in the proper court, which shall contain a statement of the nature and amount of the claim and a description of the property seized, and that the owner of such property is unknown, or is without the jurisdiction of the court, and praying for a judgment against such property for the amount of such claim, which petition shall be verified by the oath of the president of such corporation filing the same, or its agent or attorney. The plaintiff shall thereupon, Publication of and before any trial shall be had or judgment rendered in such proceeding, cause a notice to be published for four successive weeks, at least once in each week, in some newspaper printed and circulated in such county, or if none is printed and circulated in such county, then in such other newspaper published in this State as such court shall direct, which notice shall state the title of the court, the name of the plaintiff, the name of the owner of the Contents thereof property taken, if known, the nature and amount of the claim, and the description of the property upon which the lien is sought to be enforced. The owner of such property shall have the right Owner may apto appear and defend in such proceeding at any time before judgment, upon such terms as the court shall direct; and in case of his appearance, an issue shall thereupon be formed, as in actions of assumpsit, and all subsequent proceedings in such case shall be in accordance with the practice of such court in actions of assumpsit. If the owner shall fail to appear in such proceeding, the court may Proceedings proceed, ex parte, to hear, try, and determine the facts alleged in fails to appear. such petition, and render such judgment thereon as justice may require. If judgment shall be rendered in favor of such plaintiff, Sale of property the court shall thereupon order that the property covered by such lien, or so much thereof as may be necessary, be sold to satisfy the amount of such judgment, with cost.

pear and defend.

when the owner

upon judgment.