CHAPTER XXXIII. OF PRIVATE ASSOCIATIONS AND PARTNERSHIPS Persons may As- ing purposes. An Act to Regulate Private Associations and Partnerships. [Approved May 18, 1846. Laws of 1846, p. 265.] (1289.) SECTION 1. Be it enacted by the Senate and House of and Manufactur Representatives of the State of Michigan, That any five or more persons who shall be desirous of uniting in a partnership or Association for the purpose of mining and manufacturing iron, copper, or other materials, in any form, within the limits of this State, or for the purpose of making from the ore any kind of metal, in any form, or mining for ores of any kind from which metal is, or may be extracted, may make, sign and acknowledge before a Judge of any Court of Record in this State, or a Master in Chancery, or Justice of the Peace, and Articles of As-file in the office of the Secretary of this State, and in the office of the Register of the county where the operations of the Company are intended to be conducted, if organized, and sociation. if not, then in the office of the Register of the county to which it may be attached for judicial purposes; and if it be not so attached, then in the office of the Register of the nearest organized county in this State, articles of agreement and copartnership in writing, in which shall be stated the name which they may agree upon for the said partnership or Association, and the objects for which it is formed; the period of its continuance; the amount of capital stock; the number of shares of which the said stock shall consist; the number of Trustees and their names, and who shall manage its concerns the first year; and the names of the township and county in which the operations of said Association or partnership are to be carried on. ations. (1290.) SEC. 2. As soon as such certificate and articles shall Powers of Associ be filed as aforesaid, the persons who shall have signed and acknowledged the same, and their assigns for such time as they may agree upon, not exceeding twenty-five years next after the day of filing such articles of agreement and copartnership, and for the more convenient transaction of their business by the copartnership name, as stated in such agreement, shall in law be capable of buying, purchasing, holding, conveying, selling and transferring any lands, tenements, hereditaments, goods, wares and merchandise whatsoever, necessary to enable them to carry on their operations mentioned in said articles: Provided, That in all conveyances, assignments, deeds, or other How conver transfers of property by said Association or Company, the executed by. instruments of conveyance shall be signed by the said Secretary and a majority of the Trustees thereof, and acknowledged before some officer qualified to take proof and acknowledgment of deeds and other conveyances. ances, etc., to bg age affairs of (1291.) SEC. 3. The stock, property, affairs and concerns of Trustees to mansuch Company shall be managed and conducted by Trustees, Company. a majority of whom shall be permanent residents of this State; they shall be elected at such time and place, and in such manner as shall be directed by the by-laws of the same: said Trustees shall choose one of their number President, and appoint a Secretary, one of whom shall be a permanent resident of this State; and whenever any vacancy shall hap pen among the Trustees, by death, resignation, or removal out of the State, such vacancy shall be filled for the remainder of the year in such manner as shall be provided by the by-laws of the Association: Provided, always, That the number of Yearly statement to be filed. When no election of Trustees, Part solved. Trustees shall not exceed nine, and they shall be members of the Company, and stockholders in the same. SEC. 4. Each Company organized under this act shall, during the month of January in each year, make and file under the oath of the President or a director thereof, in the office of the Secretary of State, a statement of the names and number of shares held by each, and the places of residence, if known, of all the stockholders or shareholders in such Company, on the first day of said month of January. (1292.) SEC. 5. In case it shall at any time happen that an nership not Dis- election of Trustees be not made on the day when by the bylaws it ought to have been done, the said partnership for that cause shall not be dissolved; but it shall and may be lawful on any other day to hold an election for Trustees, in such manner as shall be directed by the by-laws. Capital Stock. By-Laws of Association. (1293.) SEC. 6. The capital stock of such Company shall not exceed one hundred thousand dollars; and it shall be lawful for the Trustees to call upon and demand from the stockholders respectively, all such sums of money by them subscribed, at such time, and in such portions as they shall deem proper, under pain of forfeiting the shares of said stockholders and all previous payments made thereon, and all their interest in the partnership property, if such payments shall not be made within thirty days after a notice requiring such payment shall have been published in such newspaper as aforesaid. (1294.) SEC. 7. The stockholders for the time being shall have power to make and prescribe, and from time to time to alter such by-laws, rules and regulations as they shall deem proper, respecting the management and disposition of the stock, property and estate, real, personal and mixed, of said Association or Company, the duties and powers of the officers, artificers and servants by them to be employed; the election of Trustees, and all such matters as appertain to the concerns of said Company, not inconsistent with the Constitution and laws of this State or the United States; which said by-laws, when filed in the office of the Secretary of State and published, shall be deemed and taken to be a part and parcel of the articles of copartnership and association; and it shall not be lawful for such Company to use their funds, or any part thereof, in any banking transaction, in brokerage or exchange, in dealing in money or bank notes, or in the purchase of any stock. of any bank, or in the purchase of any public stock whatever, or for any other purposes than those particularly specified in such instruments as aforesaid: Provided, That such by-laws shall not authorize the incurring of debts, liabilities or loans, exceeding in the aggregate one half of the capital stock of the Company paid in. Personal Estate. solved by death transfer of Stock. (1295.) SEC. 8. The stock of said copartnership or Asso-Stock deemed ciation shall be deemed personal estate, and transferable in such manner, and with such limitations and conditions, as shall be prescribed by the articles of the Association; but no transfer Transfer of "tock] of any share or shares of said stock, except by operation of law, shall be binding or valid, unless assented to by the members, or some officer or agent of said Association, in some mode to be prescribed by the articles or by-laws, and unless a minute and registry of the same shall be made in a book kept for that purpose by the Secretary, which book shall be at all times subject to inspection, by any creditor of said Company, or person interested in the same. And the Secretary shall at any time, on reasonable request, furnish to any creditor or person interested, a written list or statement of the stockholders in said Company. (1296.) SEC. 9. Said Company shall not be dissolved by the company not Disdeath of any of its stockholders, or by the transfer by opera- of Stockholder, or tion of law, of the interest of any stockholder; but in all such cases any person becoming entitled to such stock shall be admitted a member of such Company, and shall have the same rights, and be subject to the same liabilities as attached to the owner of said stock up to the time when his interest in the same ceased. (1297.) SEC. 10. All actions and suits at law and in equity, Actions by and to be commenced or instituted on behalf of the Company or copartnership, shall be commenced or instituted in the name. of the President for the time being, or in the name of the person acting or officiating as such, or in the name of any one Trustee for the time being, for that purpose to be appointed as the nominal plaintiff or petitioner in behalf of the Company. All actions and suits at law or in equity, to be commenced or instituted against the Company or copartnership, shall be commenced or instituted against the President for the time being of the Company, or the person acting or officiating as such, or against any one Trustee of the Company as the nominal defendant on behalf of the Company, and process served upon either of the above shall be deemed service on the Company. It shall be lawful and sufficient to state the name of the President for the time being, or of the person acting or officiating as such, against. or of any one Trustee of the Company so appointed as aforesaid, and to describe him as such President or Trustee of such Company, without naming the individual members and copartners or stockholders; and the death, resignation, removal, or any act of such President, or of any Trustee so appointed, shall not abate or prejudice any such action, suit, or other proceeding commenced against, or by, or on behalf of the Company. In all' actions and suits against the Company, a service of process on the President for the time being, or the person acting or officiating as such, or on any Trustee, shall be deemed a service on said Company. The decrees and orders of a Court of Equity and judgments at law in suits commenced and prosecuted as aforesaid, although in form they may be against such President or a Trustee, shall take effect and operate against the property of the Company; and execution upon any such decree or judgment may be issued and levied upon. the joint or copartnership property of the Company; and for all debts which shall be due and owing by the copartnership or Company at any time, the persons composing the same at the time when the debts were incurred, shall be individually and personally liable to the amount of the stock held by them, after all the joint property of the said Company within this State shall first have been exhausted by execution against the Association or Company; but the stockholders shall be individually liable for all the debts of said Company, whenever such indebtedness exceeds in the aggregate the amount in proportion to which the same is limited or authorized by this act. (1298.) SEC. 11. A copy of any article of agreement, and sociation and By-by-laws filed in pursuance of this act, and certified to be a true copy by the Secretary of State, or his deputy, or by the Register of the county where filed, shall, together with this act, be received in all Courts and places, as legal evidence of the formation of such Company and Association, and of all the powers, duties, and liabilities of the members thereof. Certified copy Articles of As Laws to be evidence. Act subject to (1299.) SEC. 12. The Legislature may alter, amend, or repeal this act, or dissolve any Association organized under the provisions of this act; and nothing herein contained shall tend, or be deemed, construed, or taken to incorporate the said Company not to Company or copartnership, or to relieve or discharge the said Company or copartnership, or any of the members thereof, or subscribers to the said undertaking, from any responsibility, duties, contracts, or obligations whatsoever, which, by law they are now, or at any time hereafter shall be subject, or be a Corporation. |