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May hold property, etc.
the affidavit of its recorder, setting forth the official character of the several members of its executive committee, that said resolution was passed at a regular review, and received the
affirmative votes of two-thirds of all the members present, Where filod, etc. and filing the same with the county clerk of the county in
which, such subordinate hive shall be located, and causing such articles of association, and said affidavit to be recorded by such clerk in a book to be kept by him for that purpose, and a copy of said articles of association duly certified by such county clerk, shall be prima facie evidence in all [the] courts of this State, of the existence and incorporation of such subordinate hive.
SEC. 5. Every corporation formed pursuant to this act may take and hold personal and real property, so far as the same shall be necessary for the proper purposes of the organization, not exceeding ten thousand dollars in value, and may convey, dispose of, mortgage, and deal with the same, as may be determined by the constitution, laws and by-laws of such great hive, or of such subordinate hive, as the case may be. The management, direction and control of the property and business of such corporations shall be vested in such officers as the constitution and laws of the great hive may direct.
This act is ordered to take immediate effect.
[ No. 121. ]
Where lawful to fish with hook and line.
AN ACT to secure to the people of the State of Michigan
certain rights on any of the navigable or meandered waters of this State where fish have been or hereafter may be propagated, planted or spread at the expense of the people of this State or the United States.
SECTION 1. The People of the State of Michigan enact, That in any of the navigable or meandered waters of this State where fish have been or hereafter may be propagated, planted or spread at the expense of the people of this State or the United States, the people shall have the right to catch fish with hook and line during such seasons and in such waters as are not otherwise prohibited by the laws of this State:
SEC. 2. No action at law shall be maintained against persons entering upon such waters for the purpose of such fishing, by the owner, lessee or persons having the right of
possession of adjoining lands, except for actual damage Defendant may done. In any such action the defendant under a proper dispute title, etc,
notice may dispute on the trial the plaintiff's right to either
Of actior s at law, etc,
[ No. 122. ]
AN ACT to amend the general railroad law, relative to con
solidations, being sections twenty-nine and thirty of article two of the act entitled “An act to revise the laws providing for the incorporation of railroad companies, and to regulate the running and management, and to fix the duties and liabilities of all (railroad] railroads and other corporations owning or operating any railroad in this State," being chapter ninety-one of Howell's Annotated Statutes, as the same is amended by act number one hundred and seventy-four of the laws of one thousand eight hundred and eighty-three, the same being Howell's sections three thousand three hundred and forty-three and three thousand three hundred and forty-four as amended.
SECTION 1. The People of the State of Michigan enact, Sections That sections twenty-nine and thirty of article two of an amended. act entitled "An act to revise the laws providing for the incorporation of railroad companies, and to regulate the running and management, and to fix the duties and liabilities of all [railroad) railroads and other corporations owning or operating any railroad in this State," being chapter ninety-one of Howell's Annotated Statutes, as the same is amended by act number one hundred and seventy-four of the laws of one thousand eight hundred and eighty-three, approved June seventh, one thousand eight hundred and eighty-three, be and the same are hereby amended so as to read:
SEC. 29. Any railroad company in this State, forming a May consolidate. continuous or connecting line with any other railroad company, may consolidate with such other company, either in or out of this State, or partly within or partly without this State, into a single corporation: Provided, That no such Proviso as to
competing lines. companies owning parallel or competing lines shall be permitted to consolidate themselves into one corporation. The Directors may directors of said two or more corporations may enter into of consolidation. an agreement under the corporate seal of each, for the consolidation of the said two or more corporations, prescribing What agreement the terms and conditions thereof; the mode of carrying the same into effect; the name of the new corporation; the number of the directors thereof, and the names of those who shall be the first directors, which shall be deemed and taken to be the first election of the directors of the consolidated company, which number shall not be less than five nor more than fifteen; the time and place of holding the first election of directors after the consolidation, which time shall not exceed six months after such consolidation has been sanctioned by the stockholders of said two or more corporations, as hereinafter provided; the number of shares of capital stock in the new corporation; the amount of each share; the manner of converting the shares of capital stock in each
Time of first publication,
of said two or more corporations into shares in such new corporation, with such other details as they shall deem necessary to perfect such consolidation of said corporations; and such new corporation shall possess all the powers, rights and franchises conferred upon such two or more corporations: Provided, however, That any power, right, franchise, privilege or immunity possessed by either or any of the consolidating companies of a kind which would not be possessed by a company organizing originally under the provisions of this act as now existing or as hereafter amended, shall be utterly lost, annulled and abrogated; and such new corporation shall be subject to all the restrictions and perform all the duties imposed by this act as now existing or
as hereafter amended as if it were a corporation originally Agreement to be organized thereunder. Such agreement of the directors shall stockholders. not be deemed to be the agreement of the said two or more
corporations until after it has been submitted to the stock
holders of each of said corporations separately at a meeting Notice of meeting thereof, to be called upon a notice by publication at least for concurrence. once in each week for four successive weeks in one of the
daily papers published in the city of Detroit, and some newspaper published in each county in this State through which said roads run, in which a newspaper shall be published; the first publication to be at least sixty days before the time specified for said meeting, and signed by the sec
retaries of each of said companies proposing to consolidate, Contents of stating the purpose and object of said meeting, and has
been sanctioned by such stockholders by a vote of a majority in interest of the stockholders, in person or by proxy, each share of capital stock being entitled to one vote; and when such agreement of the directors has been so sanctioned by each of the meetings of the stockholders separately, in the manner above mentioned, then such agreement of the direct
ors shall be deemed to be the agreement of the said two Certified copy to or more corporations. A copy of said contract or consolida
tion agreement filed in pursuance of this act or of an act entitled "An act to provide for the incorporation of railroad companies," approved February twelfth, one thousand eight hundred and fifty-five, and the acts amendatory thereof, and the acts amending or revising the same, with the Secretary of State, and certified by him to be a copy, shall in all courts and places be presumptive
evidence of the consolidation of said two or more companies, Proviso as to and of all the facts therein stated: And provided, That any
railroad bridge company, or any railroad tunnel company, which may be organized under this act to bridge or tunnel the Detroit river, or the St. Clair river, or any of the waters in the jurisdiction of this State, shall have a right to consolidate the stock, property and assets of said company with the stock, property and assets of any company organized or to be organized under the laws of this State, or which may be created under the laws of any adjacent State
be evidence of consolidation, etc.
bridging or tunneling cer. tain waters.
to be obstructed,
or country, to construct any such bridge or tunnel therewith, upon such terms, conditions and agreements as may by the said corporations be deemed just and equitable: Provided, Proviso, That every such bridge or tunnel shall be so constructed as Navigation not not to be a material obstruction to navigation.
Sec. 30. Before the agreement mentioned in the preced- Articles to be ing section twenty-nine shall have any force or effect, and board, etc. before filing a duplicate thereof in the office of the Secretary of State, the articles of consolidation shall be submitted to a board, consisting of the Attorney General, Commissioner of Railroads, and Secretary of State, to be examined by such board, to ascertain whether the proposed consolidation will be in accordance with the constitution and laws of this State, and if found in accordance therewith, said board shall approve the same. Upon such approval by said board a Articles to be duplicate of the articles of agreement shall be filed in the tary of State. office of the Secretary of State; the said two or more corporations mentioned or referred to in this section, shall be merged in the new corporation provided for in such agreeement, to be known by the corporate name therein mentioned, and the details of such agreement shall be carried into effect as provided therein. And all and singular the Power, rights, power, rights and franchises of each and all of such dated corpora two or more corporations, parties to such agreement, of a kind which would be possessed by a company organized under the provisions of this act as now existing or as hereafter amended, and all and singular their rights and interest in and to every species of property and things in action, shall be deemed to be transferred to and vested in such new corporation without any other deed or transfer; and such new corporation shall hold and enjoy the same, together with all the right of way, and all other rights of property, in the same manner and to the same intent, as if said two or more corporations, parties to such agreement, should have continued to retain the title and transact the business of such corporations save as above provided, and the titles and real estate acquired by either of said two or more corporations shall not be deemed to revert or be impaired by means of anything in this act contained: Provided, That all rights of creditors and all liens upon Proviso as to the property of either of said corporations, parties to the said rights of credi: agreement, shall be and hereby are preserved unimpaired, and the respective corporations shall continue to exist so far as may be necessary to enforce the same: And provided further, That the debts, liabilities and duties of either company shall thenceforth attach to such new corporation, and be enforced against the same, to the same extent, and in the same manner as if such debts, liabilities and duties had been originally incurred by it.
Approved June 12, 1891.
[ No. 123. ]
To be under
AN ACT to amend an act entitled “ An act to revise the
laws providing for the incorporation of railroad companies and to regulate the running and management, and to fix the duties and liabilities of all railroads and other corporations owning and operating any railroad in this State,” approved May first, one thousand eight hundred and seventy-three, as subsequently amended, by adding three new sections relative to consolidated roads to stand as sections forty-nine, fifty and fifty-one of article two of said
act. Act amended.
SECTION 1. The People of the State of Michigan enact, That there shall be added to the act entitled “An act to revise the laws providing for the incorporation of railroad companies and to regulate the running and management, and to fix the duties and liabilities of all railroads and other corporations owning or operating any railroad in this State," approved May first, one thousand eight hundred and seventy-three, three new sections to stand as sections fortynine, fifty and fifty-one, of article two, and read as hereinafter set forth:
SEC. 49. Every railroad and railway company operating a general law, etc. railroad in whole or in part in this State which company
may have been by means of a consolidation under any general or special law of this State, or by means of a mortgage foreclosure and sale and reorganization, under any general law of this State, is hereby declared to be in all respects subject to the general laws of the State respecting railroads as now existing or as hereafter amended; and any franchise, right, power, privilege, immunity or exemption claimed by any such railroad or railway company of a kind which would not belong to a company organized under the general rail. road laws of the State as now existing or as hereafter amended is hereby annulled and abrogated, and every such company shall be subject to all the restrictions and perform all the duties now imposed by the general laws or which may hereafter be imposed upon railroad companies.
SEC. 50. That in case any such railroad or railway company may have been in the past paying a tax different from that imposed upon railroads by the general law, such company may continue to pay such tax or a ratable proportion thereof up to the first day of July, one thousand eight hundred and ninety-two; but thereafter every such company shall pay a tax in the manner and in the amount now pro
vided by the general laws relating to railways. Repealing SEC. 51. That all acts and parts of acts inconsistent with
the provisions of this act are hereby repealed.
Approved June 12, 1891.
As to taxation.