Proviso. Annual report. refining of ores or metals, and for no other purposes: Provided, That any such corporation shall not hold more than six thousand acres of land at any one time. (2898.) SEC. 2. That every such corporation shall make report to the Secretary of State, of the same matters and things, and at the time, and in the manner required by law, of corporations existing under the laws of this State, and under the same penalties, Duties and lia- and shall be subject to the same duties and liabilities, and to the payment of the like taxes, in all respects, as like corporations existing and established under the laws of this State. bilities. Debts for labor or material first liens. (2899.) SEC. 3. Every person who shall perform any labor or furnish any material for such corporation, and every bona fide holder of any draft or order for the payment of money due for labor or material issued or drawn by any officer, clerk, or agent of such corporation, shall have a first lien for the amount due thereon and therefor, upon all the real and personal property of such corporation lying and being within this State, which lien shall take precedence of all debts, judgments, or decrees, liens, or mortgages against such corporation, except liens accruing to this State for How collected. taxes, fines, or penalties; and every such lien may be procured or enforced and collected out of such real and personal property, or either of the same, in the same manner and under the same regulations, limitations, and conditions, as near as may be, as are provided by law for the enforcement and collection of liens on real and personal property of like corporations existing and established under the laws of this State. Exceptions. Business office and officer in charge. (2900.) SEC. 4. Any corporation doing business in this State under the provisions of this act shall keep an office within the county where its business is carried on, with some person in charge being an officer, agent, or clerk of said corporation, and service of Service of legal any legal process against any corporation doing business as afore process. said may be made on any such officer, agent, or clerk; and if neither of them can be found in the county where they are to do their business, then such service may be made by posting a true copy thereof in some conspicuous and proper place at the business office of the corporation in said county, and such service shall be as legal and effectual as though the same had been served on some one of the persons hereinbefore named. SEC. 5. This act shall take immediate effect. CHAPTER XCVI. GAS LIGHT COMPANIES. An Act to authorize the formation of gas-light companies. [Approved February 12, 1855. Took effect May 16, 1855. Laws of 1855, p. 243.] ers of company. (2901.) SECTION 1. The People of the State of Michigan enact, Corporate pow All 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 may alter and amend the same at pleasure; may elect by ballot a president and three directors, at the legal meetings as hereinafter provided, and all other necessary officers; may fix their compensation and determine their duties, and make from time to time such by-laws (not inconsistent with the laws and Constitution of this State) as a majority of the stockholders may direct at any regular meeting. ized. (2902.) SEC. 2. Any number of persons, not less than five, who How companies shall, by articles of agreement in writing, associate according to the may be organ. provisions of this act, under any name assumed by them for the purpose of engaging in the manufacture and supplying any town, city, or village with gas for lighting the same, 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 in name, under any name assumed by them in their articles of association; and any such Company so formed shall be entitled to all the privileges conferred, and subject to the requirements by the fiftyfifth chapter of Revised Statutes of eighteen hundred and forty-six, unless otherwise provided in this act. Power to acquire property. Articles of association to be filed and recorded. To be signed and acknowledged. cles. (2903.) 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. (2904.) SEC. 4. Before any corporation formed under this act shall commence business, the president or directors shall cause their articles of association to be filed with the Secretary of State, and also shall cause said articles of association to be recorded at length in the county register's office (where said company is located), in the book of miscellaneous records, and it is hereby made the duty of the register to record the said article upon the payment of the usual recording fees. (2905.) SEC. 5. The articles of every such association shall be signed by the persons so associating in the first instance, and acknowledged before some person authorized by law to take the Contents of arti- acknowledgment of deeds; shall state the name of said company by which it shall be known; the object for which such company shall be formed; the amount of capital stock of said company; the number of shares of which said stock shall consist, and the name of the town, city, or village, and county, in which the operations of said company are to be carried on; the name of the stockholders, their respective residences, and the number of shares held by each person. Capital stock. How stock be increased. may Election of officers. (2906.) SEC. 6. 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 nor more than five hundred thousand dollars. Said stock may be increased from time to time, as may be directed by the stockholders, subject to the foregoing restriction; 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 four of this act; and all the stock of said company shall be divided into shares of fifty dollars each. (2907.) SEC. 7. 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 Term of office. 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 stock holders shall constitute a quorum at all meetings; and at all meet- How stockholdings each share shall be entitled to one vote. ers to vote at meetings. powers of corporation. (2908.) SEC. 8. Any corporation formed under this act shall General have full power to manufacture and sell, and to furnish such quantities of gas as may be required in the city, town, or village where said corporation is located, for public or private buildings, or for other purposes; and such corporation shall have power to lay conductors for conducting gas through the streets, lands, or squares of any city, town, or village where said corporation is located, with the consent of the municipal authorities of said 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. able. (2909.) SEC. 9. The stock of every such corporation shall be stock to bo deemed personal deemed personal property, and certificates of stock shall be issued property. to each stockholder on the full amount of his subscription being paid in. The said certificates of stock may be transferable, but the How transfertransfer shall not be valid unless a record shall be made of the same in the books of the company, in such form as the director 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. tions to stock sale of stock for non-payment. (2910.) SEC. 10. The directors may call in subscriptions to the How subscrip capital stock of such corporation by installment, in such portions called in. 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 Forfeiture and 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 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 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 shares so bought. liable for ser (2911.) SEC. 11. The stockholders of all corporations organized stockholders under this act, shall be individually liable for any labor or services vices to comdone or performed for such company, and they shall also be liable other debts. as aforesaid, for the payment of all other debts or obligations con pany, and for Proviso. tracted or incurred by said corporation during the time they were stockholders, to the amount of all unpaid installments on stock How enforced. held by them respectively, which liability may be enforced against any stockholder, founded on this statute, at any time after an execution shall be returned, not satisfied, against said 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.1 Chartered cempanies may organize under this act. Proviso. Rights and liabilities of such new corporаtion. (2912.) SEC. 12. Any gas-light company organized and doing business under any special charter, may at any time, by a vote of two-thirds in interest of its stockholders, dissolve its organization, and organize under this act; and any company so organizing under this act shall have the right, in preference to any other company, to assume the name by which it was known in its former charter: Provided, It perfects its organization within sixty days after dissolving and throwing up its special charter; and after perfecting its organization under the provisions of this act, it shall be entitled to all the rights, privileges, and immunities therein contained. (2913.) SEC. 13. All rights of creditors, and all liens upon the property of said company so dissolving its organization, shall be and hereby are preserved unimpaired; and said company shall continue to exist so far as may be necessary to enforce the same. And all debts, liabilities, and duties of said company shall thenceforth attach to such new corporation, and be enforced against it to the same extent, and in the same manner, as if such debts, liabilities, and duties had been originally incurred by it. 1 As amended by act 60 of the Laws of 1869, p. 105, approved and took effect March 26, 1869. Section 2 of said amendatory act is as follows: SEC. 2. This act shall not affect the liability of stockholders in such companies, incurred prior to the passage of this act. |