Corporation may sell stock not subscribed for.

Capital stock and shares.

Fifth, The place where the business office of the corporation is located, and when such office is without the limits of the State, the place where the office for the transaction of business within this State is located shall also be designated;

Sixth, The county or counties in this State where the business of the corporation is to be carried on;

Seventh, The number constituting the board of directors, and the directors for the first year;

Eighth, The term of its existence, which shall not exceed thirty years.

SEC. 3. It shall not be necessary for the original corporators to subscribe for the entire capital stock, but the portion not subscribed for may be disposed of at any time afterwards by the corporation in such manner as the by-laws of the corporation may prescribe.

SEC. 4. The capital stock of any corporation organized or existing under this act shall not be less than ten thousand dollars nor more than two million five hundred thousand dollars, and shall be divided into shares of twenty-five dollars each. There shall be a Board of direct board of directors consisting of not less than three nor more than nine members in each corporation organized or existing under this act, who shall also be stockholders.

ors.

Articles of association to be

filed and record

State and county clerk.

SEC. 5. Before any corporation organized under this act shall commence business, the articles of association shall be executed and ed in offices of acknowledged in duplicate, and one of said articles shall be filed Secretary of and recorded in the office of the Secretary of State, and the other shall be filed and recorded in the office of the county clerk where the business office of the corporation within this State is located, but if such business office is located outside of the State, then in the county in this State where the office for the transaction of business is located. Such articles shall be recorded at the expense of the corporation filing them, in books prepared for that purpose.

Irregularities as

sociation not to

ization or acts of corporation.

SEC. 6. Neither the organization of any corporation formed under to articles of as the general mining and manufacturing laws of this State, or which invalidate organ- may hereafter be organized under this act, nor any corporate act, shall be deemed invalid by reason of any omission in its articles of association, irregularity in filing them, or insufficiency of notice of meeting, unless such omission, irregularity, or insufficient notice shall have been fraudulently intended; and the stockholders may at any meeting regularly called, by a vote of a majority of the stock, supply the omission in its articles, direct them to be properly filed, or ratify and confirm the action taken at a meeting insufficiently noticed, and upon this being done all the acts and proceedings of said corporation shall have the same force and effect as though said omission, irregularity, or insufficiency of notice had not existed.

Articles filed, *

SEC. 7. The articles of association so filed, the record thereof, or etc., prima facie copies of such articles certified by the Secretary of State or county clerk, shall be prima facie evidence in all courts and proceedings of the organization of such corporation.

evidence of organization.

Call of first meet

ing of stockhold

ers.

SEC. 8. When any corporation shall be formed under this act, the directors designated in the articles of association for the first

year, or a majority of them, may call the first meeting of the stockholders. If no directors are designated in such articles, then any two of those associated may call such first meeting. The notice for Notice of first such first meeting shall specify the time and place for holding the meeting. same, and shall be published once in each week for three successive weeks immediately preceding the time for holding such meeting in some newspaper published in the county where such meeting is to be held, and mailed, with postage paid, to the last known post-office address of each stockholder; but if all the persons associating in the first instance sign a writing waiving such notice, and it appear of record in the minutes of such first meeting,,then such notice need not be given.

stockholders not

lished.

SEC. 9. No meeting of the stockholders of any corporation organ- Meetings of ized or existing under the provisions of this act shall be legal or valid, legal unless or the proceedings thereof of any force or effect, unless the directors notice be pubor other officers, or parties calling the same shall cause a notice of the time, place, and object of holding the same, to be published two weeks for any annual meeting, and four weeks for any special meeting, previous thereto, in some newspaper published in the county in which its business is carried on, or its mines or works are situated, if one be published therein; and if not, then in some paper published nearest to such mine, works, or place of business; and shall also cause a copy of such notice to be mailed, postage paid, to each stockholder of record at his usual post-office address, as appears on the books of the corporation, twenty days before the time of such meeting: Provided, If the directors or officers calling such meeting Proviso. shall cause a written or printed notice thereof to be personally served on each stockholder of such corporation, at least twenty days previous thereto, and file proof of such service; or if all such stockholders actually appear and consent to act at such meeting without notice, and the fact thereof be entered upon the record of such meeting, the same shall be as valid as if notice were given as hereinbefore provided.

acts of corpora

SEC. 10. Any person desiring to perpetuate evidence of the facts How evidence of on which the legality of any alienation, division, sale, or mortgage tion perpetuated. of any of the real estate, mine works, or franchises, or any other corporate act of any such corporation depends, may procure

First, An affidavit of the person or persons who served the notices of the meeting at which the same was authorized, on the several stockholders, showing the time and manner of such service;

Second, An affidavit of publication of the notice of such meeting, if such notice be published, to be made by the publisher of the newspaper in which the same was published, or by some one in his employ having knowledge of the facts;

Third, A transcript of the record of the proceedings of such meeting, to be verified by the oath of the secretary, or other officer of such corporation having custody of said record.

Said affidavit and verified transcript may be recorded in the office where evidence of the register of deeds of the proper county, in the book of mis- recorded. cellaneous records, and when so recorded the original affidavits and

Meetings of

be adjourned.

transcripts, the records thereof, or a certified copy thereof, shall be prima facie evidence of the facts therein contained.

SEC. 11. Any meeting of stockholders called and notified as herestockholders may in required may be adjourned to any time not exceeding sixty days thereafter, at the same place, without any further or other notice, by the vote of a majority of the capital stock represented and voting thereat.

Meetings of stockholders to

in by-laws.

SEC. 12. All meetings of the stockholders or directors not herein be provided for provided for shall be called in the manner provided in the by-laws of the corporation, and at any meeting of the stockholders, those holding a majority of the capital stock shall be capable of transacting the business of the meeting, except as herein otherwise provided; and at all meetings of such stockholders, each share shall be entitled to one vote. Stockholders may appear and vote in person, or by proxy duly filed, or by their duly constituted attorneys.

Manner of voting.

Powers of corporation.

Board of directors to manage affairs.

Term of office.

Officers selected by board.

Vacancy in board

Quorum.

Provision in case of failure in

SEC. 13. All corporations organized or existing under this act shall be capable of suing and being sued, impleading and being impleaded, in any court of competent jurisdiction in this State, may have a common seal and alter and change the same at pleasure, and make, from time to time, at any meeting of the stockholders, such by-laws, not inconsistent with the constitution and laws of this State, as a majority of the capital stock shall direct; and such by-laws, or any of them, may be altered, amended, or repealed by a like vote of the capital stock.

SEC. 14. The stock, property, and affairs of all corporations existing hereunder shall be managed and controlled by the board of directors, except as in this act otherwise provided. The directors shall hold their offices for one year, and until their successors are duly chosen, and at least one of said directors shall be a resident of this State.

SEC. 15. The board of directors of every such corporation shall choose one of their number president, and such other officers as their articles of association and by-laws may require, who shall hold their offices for one year, or until their successors are chosen and qualified. The directors for the time being may fill any vacancy which may happen in their board by death, resignation, or otherwise; and a majority of the board of directors of every such corporation, convened according to the by-laws, shall constitute a quorum for the transaction of business.

SEC. 16. If an election of directors shall not be held at the annual annual election. meeting, such corporation shall not be dissolved, but the election may be held at any time thereafter, by giving the same notice of the time and place of such election as is provided for calling annual Board of direct- meetings. The board of directors, or any of said board, may be removed at any meeting of the stockholders, called for that purpose, by a majority vote of the capital stock of the corporation, and the vacancy or vacancies so created may be filled by a like vote of the stockholders.

ors may be removed and vacancies filled.

Books open for inspection of stockholders.

SEC. 17. The books of every such corporation containing the accounts shall, at all reasonable times, be open for the inspection of

any of the stockholders, and as often as once in each year a state- Statement of ment of the accounts of such corporation shall be made by order accounts. of the board of directors, and laid before the stockholders.

capital stock.

er, how sold.

SEC. 18. The board of directors may call in the subscription to Calling in subthe capital stock of any corporation existing hereunder, by install- scriptions to ments in such portion and at such times as said board of directors shall think proper. Notice of such calls shall be given in the manner prescribed in the by-laws. The board of directors may specify when such calls shall be due and payable, in the absence of any such provision in the by-laws. In case any stockholder fails to pay any such call or assessment made on his stock, for the space of sixty days after the same is due and payable, and after he has been notified in the manner prescribed in the by-laws, or by the board of directors, the stock of such delinquent stockholder may be sold by Stock of delinorder of the board of directors by public vendue, to the highest bid-quent stockhold der, at the business office of the corporation specified in the articles of association, either within or without the limits of this State, and thirty days' notice of the time and place of sale shall be given by publication in some newspaper published in the county in which such sale is to be made, and also in the county where the mine or manufacturing or smelting works of the corporation are situated, within this State, by at least four weekly insertions in such newspaper immediately preceding such sale: Provided, That if such Proviso. stock is owned by a resident of the Upper Peninsula, it must be sold in the county in said Upper Peninsula where the mine, or manufacturing or smelting works of the corporation are situated, or in the county in the Upper Peninsula where the business office is located: And provided further, That if such stock is owned by a Further proviso. resident of the Lower Peninsula, it shall be sold at the office of the corporation in the Lower Peninsula, if any, and if not, then at the city of Detroit; and in all cases of sale of stock of residents of this State, thirty days' notice of the time and place of such sale shall be given in some newspaper published in the county where such sale is to be made; and if no newspaper is published therein, then in some paper published nearest thereto, by at least four weekly insertions immediately preceding such sale. The proceeds of any sale Proceeds of sale. under this section, after deducting necessary expenses of sale, shall be first applied in payment of the installment called for, and the expenses on the same, and the residue shall be refunded to the owner thereof; and such sale shall entitle the purchaser to all the rights of a stockholder to the extent of the shares so bought. The corporation may be a purchaser at any such sale.

property.

have lien upon

SEC. 19. The stock of every such corporation shall be deemed stock to be personal property, and shall be transferred only on the books of the deemed personal company in such form as the by-laws direct or as the directors shall prescribe; and such corporation shall at all times have a lien upon Corporation to the stock of its members for all the debts due from them to such cor- stock for debts poration, which may, after judgment obtained thereon, be enforced due from mem by advertisement and sale in the manner herein provided for selling delinquent stock; and all purchasers at such sale shall be entitled to the rights of stockholders.

bers

Increase or dim.

tal stock.

SEC. 20. Subject to the limitations of section four of this act, inution of capi- the capital stock and number of shares may be increased or diminished at any meeting called for that purpose, by a vote of two-thirds of the capital stock of the corporation, and at such meeting the stockholders shall have power to make all necessary provisions for calling in and cancelling the old, and issuing new certificates of stock.

May own stock in canal or har.

railroads, etc.

SEC. 21. It shall be lawful for any company organized or existing bor companies, under this act to subscribe for or purchase stock in any company formed to construct canals or harbors and improve the same, or in any plank road or railroad, when such improvement or road is constructed for the purpose of facilitating transportation to its mines, furnaces, or smelting works.

Where business may be conducted.

Foreign corpora

on business in this State.

SEC. 22. It shall be lawful for any corporation formed under the provisions of this act to conduct its mining and manufacturing business, in whole or in part, at any place or places within the United States, and any such corporation shall be subject to the laws of this State in regard to corporations, so far as the same shall be applicable to corporations formed under this act.

SEC. 23. Foreign corporations organized for the purposes contions may carry templated by this act, upon filing copies of their charter or articles of incorporation, as provided in section five, may carry on business in this State, and shall enjoy all the rights and privileges, and be subject to all the restrictions and liabilities of corporations existing under this act.

A vote of threefifths in interest necessary to pass title.

SEC. 24. No alienation, division, sale, or mortgage of any, or any part of the mine works, real estate, or franchise of any corporation mentioned in the first section of this act, shall have any force or effect, or pass any title thereto, or interest therein, unless expressly authorized by the vote of three-fifths of the capital stock of said company at some meeting of stockholders called, and notified in accordance with the provisions of section nine of this act: Provided, That the provisions of this section shall not apply to city or land not required village lots, nor to land not required for mining purposes from which the timber has been removed, nor to rights of way and depot grounds for railroads, and rights of way for highways, which may be conveyed when authorized by a vote of a majority of the directors.

Proviso as to

for mining purposes.

How corporations may con. solidate.

SEC. 25. Any two or more corporations organized under this act may, by a vote of three-fifths of the capital stock of each of said corporations, at any meeting of stockholders duly called to consider the question of consolidation, notice of such meeting by mail, postage paid, sent to each stockholder at least sixty days previous to said meeting, may agree to unite and consolidate the said corporaTerms of consoli. tions.

.dation.

Capital stock and
number of
shares.

At such meeting the terms upon which the consolidation shall be effected, the valuation of the several properties, and the number of shares of stock in the consolidated corporation to which the stockholders in each of the corporations may be entitled, shall be determined. The capital stock and the number of shares in the consolidated corporation may be the same, but no greater than the aggregated capital stock and number of shares of the several corpora