rated for that purpose, by executing one or more duplicate articles Conditions. of agreement as hereinafter specified, by signing and acknowledging the same before some officer authorized to take such acknowledgments; and upon the execution and acknowledgment of such articles, the signers thereof, and those who may hereafter become associated with them, shall become a body politic for the purpose set forth in said articles.'

ciation.

(2807.) SEC. 2. Before any corporation formed under this act Articles of assoshall commence business, the president and directors shall cause their articles of association to be filed with the Secretary of State of this State, and with the county clerk of the county in which such corporation shall conduct its business, which said articles shall be recorded in said offices at length, in books prepared for that purpose, at the expense of said corporation.

(2808.) SEC. 3. The articles of every such association shall be How executed. 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 state distinctly

First. The purpose for which the same is formed, the number of Contents. their officers and directors, with the name of those first agreed on;

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 name of such corporation, and the place in this State where their office for the transaction of business is located and is to be carried on, and the time and place of holding their annual meeting;

Sixth. The terms and conditions by which any person may become a member or shareholder therein, and such other matters and things as is provided for in section five of this act;

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

(2809.) SEC. 4. The amount of capital stock in every such asso- Capital stock. ciation may be fixed and limited by the stockholders in their articles of association, and may be divided into shares of not less than ten dollars each, and not exceeding twenty-five dollars, and the capital stock shall in no case be less than five thousand dollars

nor more than five hundred thousand dollars; and such capital Increase of. stock may be increased from said five thousand dollars, and the number of shares also increased, at any meeting of the stockholders

1 As amended by Act 25 of the Laws of 1867, p. 33, approved February 21, 1867.

Proviso.

called for that purpose: Provided, That the amount so increased, with the existing capital, shall not exceed five hundred thousand Further proviso. dollars: Provided further, That all property of such association shall be subject to taxation for all State, county, and municipal

Regulations as to shares.

Individual liability.

Service of pro

cess on corporation.

Associations now in exist

ence entitled to

act.

purposes.

(2810.) SEC. 5. Said association may, either in their articles of association or by by-laws for that purpose to be adopted, regulate the number of shares which any one subscriber may take and hold, the mode of paying for the same, the mode of voting thereon, the mode of levying any and all assessments thereon, the manner of enforcing such assessments, the attachment and enforcement of penalties for non-payment of assessments, and the manner of collecting the same; the mode of awarding, declaring, and paying dividends; of appointing, electing, and removing officers and directors; the requirement of bonds from any such officers, and also the appointment of all necessary and subordinate employes, and may also provide generally for the doings and execution of all acts and transactions incident to the business of such corporations, including the establishment of one or more branches or agencies in the county wherein is located their main or chief store or shop, and which are not inconsistent with existing provisions of law.

(2811.) SEC. 6. Stockholders and directors shall be severally and jointly liable for all debts for labor performed for the said corporation; and for all goods, wares, and merchandise sold and delivered to the same, the said stockholders and directors shall be liable to the amount of their capital stock; but no execution shall issue against any director or stockholder till an execution against the corporation shall have been returned unsatisfied in whole or in part.

(2812.) SEC. 7. Service of legal process on any such corporation may be made on any one of the directors thereof, if such director be in the county in which the business establishment of the association is located; but if not there, by leaving a copy of such process with any officer, agent, or clerk in the employ thereof, at the principal place of business.

(2813.) SEC. 8. Any co-operative association now in existence in this State, and not incorporated, shall be entitled to all the benebenefits of this fits of this act by complying with the provisions thereof, and may, by a vote of a majority of such incorporated association or company, to be taken according to its existing by-laws, determine to avail itself of the provisions of this act, and to take and assume corporate name and powers thereunder, and may by a like vote transfer to

property to new

such corporation so formed under this act, all its property, both real, May transfer personal, and mixed; and thereupon such corporation to which corporation. said property is so transferred, shall take the same in the same manner and to the same extent and with the like effect as the same was previously owned and held by the association so transferring the same, and may, in its corporate name, sue for and collect all dues and demands, subscriptions, and other benefits belong[ing] to such original and unincorporated association: Provided however, That Proviso. the said corporation so taking such property as aforesaid, shall take the same subject to all liens and trusts, both legal and equitable, to which the same was subject before said transfer, and shall also be liable for all debts and obligations of such previous association, and shall pay the same to the full extent of the value of such property at the time of so taking the same.

estate.

(2814.) SEC. 9. Such associations shall have power to take or May hold real hold any such real estate as may be actually occupied by them in the exercise of their franchises, and not otherwise, except such as it may acquire in security for or satisfaction of debts justly due it.

(2815.) SEC. 10. Nothing in this act shall be construed as Restriction. granting banking powers, or as allowing the business of money brokerage, or any other powers not appropriately belonging to institutions of this character.

SEC. 11. This act shall take immediate effect.

CHAPTER XCI.

TRADES' UNIONS.

Trades' union associations may

mechanics' as

An Act to authorize the incorporation of trades' unions as mechanics' associations, under the provisions of chapter sixty-two of the Compiled Laws.

[Approved April 5, 1869. Laws of 1869, p. 323.]

(2816.) SECTION 1. The People of the State of Michigan enact, incorporate as That any association of trades' unions in this State, actually existsociations. ing and conducting its operations under a constitution or articles of association, may become a body corporate and politic, for the general purposes contemplated by chapter sixty-two of the Compiled Laws of this State, being "An act to provide for the incorporation of mechanics' associations," approved February seventeen, eighteen hundred and fifty-seven, upon filing a copy of their constitution or articles of association, verified by the oath of one or more of the executive officers of such association, in the office of the Secretary of State, and a like verified copy in the office of the county clerk of the county where such association is situated. All Subject to act of such associations becoming corporations as above provided, shall be subject to the provisions of the said act of eighteen hundred and fifty-seven, except as otherwise in this act provided.

1857.

Articles of association may

an agreement.

(2817.) SEC. 2. The constitution or articles of association under stand in lieu of which any such association may be organized, may stand in lieu of the articles of agreement required to be executed by section two of said act of eighteen hundred and fifty-seven; and such constitution or articles of association may provide for the election of the trustees and other officers of such association annually or semi

Election of trustees provided for.

annually, as the case may be: Provided, That nothing herein con- Proviso. tained shall be so construed as to legalize any provision that may be contained in any such constitution or articles of association which is repugnant to the laws of this State, or to public justice. (2818.) SEC. 3. All moneys, property, or rights in action equit- All money, etc., ably belonging to any association at the time the same may or shall corporation so become incorporated under the provisions of this act, shall vest in the corporation so formed, and may be recovered by such corporation in [an] action in assumpsit, or on the case, from any person unlawfully withholding the same.

shall vest in

formed.

corporation from

certain law.

(2819.) SEC. 4. Any corporation that may be formed under the Exempting provisions of this act, may be exempted from the operation of the provisions of provisions of section five of the aforesaid act of eighteen hundred and fifty-seven, and may choose its officers and conduct its operations in such manner as may be prescribed by its constitution or articles of association, subject to the restrictions contained in the proviso to section two of this act.

SEC. 3. This act shall take immediate effect.

CHAPTER XCII.

BUILDING AND LEASING COMPANIES.

An Act to authorize the formation of corporations for building and leasing houses and other tenements.

[Approved February 12, 1855. Took effect May 16, 1855. Laws of 1855, p. 285.]

provisions they

(2820.) SECTION 1. The People of the State of Michigan enact, Under what That corporations for the purpose of building and leasing houses may be formed. and other structures, buildings, and tenements, and lands, may be formed under the provisions of an act entitled "An act to authorize the formation of corporations for mining, smelting, and manufacturing iron, copper, mineral coal, silver, or other ores or min