real Estate re take or hold any real estate, except such as may be necessary Power to hold for any hospital or asylum under its control, or for the trans- stricted. action of its business, for a longer period than ten years. used and in (1755.) SEC. 5. All the funds received by any such Corpo- How funds to be ration shall be used in the first instance, or shall be invested, vested. and the income thereof used (after paying necessary expenses) for the exclusive purpose set forth in the articles of Association; and no portion thereof shall be used for any such purpose, except within this State. And no portion of the funds of any such Corporation shall be used or contributed. towards the erection, completion, or furnishing of any building not owned or used by such Corporation. Such Corporation may take, by gift, purchase, or devise, property to an amount not exceeding one hundred thousand dollars; and it shall be Restriction as to lawful to invest the same upon mortgage, or in or by loan, on erty. railroad stocks or bonds, or any city, county, State or Government securities, but no loan shall be made to any Trustee or officer of such Corporation: Provided, That any such Corpo- Other Restric ration may, in its articles of agreement, specify the kinds of securities in which its funds shall be invested; and that no part of its funds shall be invested in any securities other than those named in its articles, or where the securities shall not be specified in the articles or agreement, then such funds shall only be invested in such securities as are specified in this act. amount of Prop tions. required by eral or Legisla report. (1756.) SEC. 6. Any Corporation formed under this act Society may be shall, whenever required by the Attorney General or by the Attorney Gen Legislature, report a full statement of all its affairs, under ture to make the oath of at least two of its Trustees; and for any neglect to furnish such report when required, all of the Trustees so neglecting shall be liable to a penalty of fifty dollars each, to penalty for be recovered by action of debt, in the name of the People of the State of Michigan. SEC. 7. This act shall take effect immediately. Neglect. Corporate powers of Company. How Companie s may be org a nized. An Act to Authorize the Formation of Gas Light Companies. [Approved February 12, 1855. Took effect May 16, 1855. Laws of 1855, p. 243.] (1757.) SECTION 1. The People of the State of Michigan enact, 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 com pensation 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. (1758.) SEC. 2. Any number of persons, not less than five, who shall, by articles of agreement in writing, associate according to the 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, Property. (1759.) SEC. 3. Every such Corporation shall, by their name, Power to acquire have power to acquire and hold all such real and personal estate as shall be necessary for carrying on the business of said Corporation. ciation to be filed (1760.) SEC. 4. Before any Corporation formed under this Articles of Assoact shall commence business, the President or Directors shall and Recorded. 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. acknowledged. Articles. (1761.) SEC. 5. The articles of every such Association shall To be signed and be signed by the persons so associating in the first instance, and acknowledged before some person authorized by law to take the acknowledgment of deeds; shall state the name of Contents 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. be Increased. (1762.) Sec. 6. The amount of capital stock in every such Capital Stock. 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 How Stock may 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. Officers. (1763.) SEC. 7. The officers shall be elected by the stock-Election of holders, 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; Term of Office. 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 How Stock constitute a quorum at all meetings, and at all meetings each share shall be entitled to one vote. holders to vote at Meetings. General Powers of Corporation. Stock to be deemed Per (1764.) SEC. 8. Any Corporation formed under this act, shall 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. (1765.) SEC. 9. The stock of every such Corporation shall be onal Property. deemed personal property, and certificates of stock shall be issued to each stockholder, on the full amount of his subscripHow Transfer-tion being paid in; the said certificates of stock may be able. transferable, but the transfer 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. (1766.) SEC. 10. The Directors may call in subscriptions to the capital stock of such Corporation by instalment, 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 instalment 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 instalment 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. liability of Stock Sec. T. (1767.) SEC. 11. The stockholders of all Corporations organ- Individuai ized under this act, shall be individually liable for debts holders. contracted by said Corporation during the time they were Const. Art. 18, 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 said Company: Provided, always, That if any stockholder shall be How contribution compelled by any such action to pay the debts of any creditor ed. 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. may be conpoll panies may this Act. 1768.) SEC. 12. Any Gas Light Company organized and Chartered Com doing business under any special charter, may at any time, by organize under 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 organ ization 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. ties of snch New (1769.) SEC. 13. All rights of creditors, and all liens upon Rights and liabili the property of said Company so dissolving its organization, Corporation. 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. |