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tions before such consolidation, but in no case shall a greater amount of capital be called in by the consolidated corporation under this act than that remaining unpaid on the stock of the several corporations at the time of such consolidation. The several corpora- Certificate to be tions forming such consolidated corporation, before the said consol- in section five of idation shall be completed, shall file in the offices designated in sec- this act. tion five of this act a certificate signed by the president and secretary of each of said corporations and verified under oath, showing the amount of capital stock actually paid in, the amount expended for the purchase of lands, and for improvements made upon said lands by each of said corporations; the consolidated corporation shall also file its articles of association as provided in said section five, which shall be signed and acknowledged in the manner provided in section two of this act, by the presidents and secretaries of the several corporations so consolidating: Provided, That the capital stock of Limit of capital every consolidated corporation shall be subject to the limitations of stock. section four of this act.
Sec. 26. The consolidated corporation so formed shall hold and Powers, rights, enjoy all the powers, privileges, rights, franchises, properties, dated corpora. claims, demands, and estates, which at the time of such union may tion. be held and enjoyed by either of the said existing corporations, and be subject to all the dues, demands, contracts, and liabilities existing against either of the same; and all suits at law or in equity, and all proceedings which may be pending, to which either corporation shall be a party, may be prosecuted and defended by the consolidated corporation in the same name, in like manner, and with the same effect as might have been done had such union not have been formed. All claims, contracts, rights, and causes of action of or against either corporation, at law or in equity, may be enforced by suit or action, to be commenced and prosecuted by or against the corporation formed as aforesaid. And the said existing corporations shall continue corporations for the purpose of prosecuting and defending any suits or proceedings pending at the time of such consolidation.
SEC. 27. The officers of the existing corporations shall continue Officers of exist to exercise, in behalf of the corporations so to be formed, all their rights and powers, until the consolidated corporation shall be organized ; and thereafter each of the said existing corporations shall continue, for the purpose of perfecting the said union, and of doing all such acts and things, as may be necessary therefor; and shall execute all such transfers, conveyances and assignments, as the corporation forined as aforesaid may deem necessary or expedient to vest in itself any property, estates, contracts, rights, or claims which do not vest in it by virtue or authority of this act.
SEC. 28. Any corporation consolidated under this act shall have Provision for power to call in and cancel the certificates of stock of the several and issuing new corporations so consolidating, and to make and issue to its stock-stock. holders new certificates of stock in the consolidated corporation, in such proportions to each as each shall be entitled to, according to the terms of consolidation as agreed upon, and to cancel the stock
ing corporations to continue.
How articles of
Business office may be out of this State.
stockholder who shall not return his stock to be canceled as aforesaid, within thirty days after actual notice of the resolution of the corporation for calling in such stock, or who shall not return his stock after publication of notice of said resolution once in each week for four successive weeks in some daily paper published in the city of Detroit, also in some paper published in the Upper Peninsula, also in a paper published in the place where the principal busivess office of the company is located, if any paper is published at such place.
Sec. 29. It shall be lawful for any company organized or existing associatigre may under this act, upon a vote of two-thirds of its capital stock, at any
meeting thereof duly called, to alter and amend its articles of association in such manner not inconsistent with the provisions of this act, as it may determine; and upon such vote, said company may make articles amendatory of their original articles, which shall be signed and certified by the president and secretary of said company, and filed and recorded in the manner provided for the filing and recording of the original articles of such associations; and when so executed and filed, such amendatory articles shall have the same force and effect as though such alterations or amendments had been included in and made a part of the original articles of association, and they may be proved by certified copies thereof, in the manner provided for the proof of the original articles of such association.
Sec. 30. It shall be lawful for any company associating under this act to provide in the articles of association, for having the business office of such company out of this State, and to hold any
meeting of the stockholders or board of directors of such company, Mast have busi. at such office so provided for; but every such company having its
business office out of this State, shall have an office for the transaction of business within this State, to be also designated in such
articles of association, Quantity of land Sec. 31. Any corporation organized or existing under this act to be held.
shall have power to acquire and hold any quantity of land, not to exceed fifty thousand acres.
Sec. 32. It shall be the duty of the president and secretary of each corporation, annually in the month of July, to make a report for the preceding year ending December thirty-first, containing a statement of:
First, The amount of cash paid in on the capital stock;
Second, The amount of capital paid in by the conveyance of property to the corporation;
Third, The entire amount invested in real estate;
Fifth, The amount of the unsecured or floating debt of the corporation, as near as may be ;
Sixth, The amount of the secured or bonded debt of the corporation;
Seventh, The amount due to the corporation;
Ninth, The number of gross tons of two thousand two hynird and forty pounds each, of iron ore mined and shipped ;
ness office with. in this state.
Tenth, The number of gross tons of mineral coal mined ;
Fourteenth, The name of each stockholder of record and the number of shares held by him on the said thirty-first day of December, and when stock is held in trust or ir: some representative capacity, it shall be so stated. Sec. 33. Such report shall be executed in duplicate by said pres- Report to be in
duplicate, etc. ident and secretary, and shall be sworn to before some officer authorized to administer oaths. If sworn to outside the limits of the State it shall be before a Commissioner for Michigan, a notary public having a seal, or any other person authorized to take acknowledgments of deeds. Such duplicate report shall be filed on To be filed with or before the thirty-first day of July annually, one copy with the and county clerk. Auditor General of this State, and the other with the clerk of the county in this State where the mine or smelting or manufacturing works of the corporation are principally or wholly situated. If any Swearing falsely, person signing such duplicate report shall, as to any material facts perjury. therein stated, willfully swear falsely, he shall be deemed guilty of perjury. Blank reports shall be prepared by the Auditor General Blank reports and furnished to any corporation on application therefor. When- Auditor General. ever any corporation ceases to carry on business for one year or more it shall not be required to make such reports until it again commences business. SEC. 34. If said officers, or either of them, mentioned in the pre
Intentional neg. ceding section, willfully and intentionally neglects to make and file report deemed a the report required in said preceding section, they shall be deemed misdemeanor. guilty of a misdemeanor.
Sec. 35. The stockholders of all corporations existing hereunder stockholders shall be individually liable for all labor performed for such corpor- liable for labor ation, which said liability may be enforced by action in assumpsit performed for commenced within two years from the time when payment for such labor became due, and not afterwards. Every action against any stockholder for labor heretofore performed for any such corporation shall be brought within two years after this act takes effect, and not afterwards, but this shall not be construed as reviving any cause of action already barred by any statute of limitations, nor shall it include any cause of action, the right to sue for which will expire in less than two years after this act takes effect, by virtue of some existing statute of limitation. Suit for such labor may be commenced against any or all the stockholders and the corporation jointly; but no levy shall be made upon the property of stockholders under Property of coran execution issued upon such judgment until the property of the poration exhauscorporation shall have been exhausted, and the clerk of the court on property of issuing such execution shall endorse thereon a direction to the officer to that effect. Suit may be commenced against the corporation alone at any time within six years from the time the cause of action accrues, as in other personal actions.
SEC. 36. If any stockholder shall be compelled by any action to
lect to make
ration, may re-
where com menced.
Manner of ser. vice of process,
Want of seal not to invalidate instrument in
pay the debts of the corporation, or any part thereof, he shall have compelled to pay the right to call upon all the stockholders to contribute their part
of the sum so paid by him as aforesaid, and inay sue them at law or in equity, jointly or severally, or any number of them, and recover in such action or suit the ratable amount due from the stock
holder or stockholders so sued. Service of legal
SEC. 37. Service of any legal process, against any corporation process against organized or existing hereunder may be made on the president, vice made. president, secretary, treasurer, superintendent, or agent. Personal Personal actions, actions against said corporations shall be commenced only in the
county where the mine, or smelting or other manufacturing works are situated, or in the county where the business office in this State is located. Suits may be commenced in any manner in which suits are or may hereafter be commenced against natural persons. Upon
the return of any process, rule, or order showing that no personal etc., when per service can be had, the court, or judge thereof, if a court of record cannot be had. having common-law or equity jurisdiction, may by an order pre
scribe the manner in which service of such process, rule, or order may be made. In any suit or proceeding instituted by or against any corporation existing hereunder, it shall not be necessary to set forth its corporate character, nor where it carries on its business, nor where its business office is located.
SEC. 38. The want of the corporate seal to any instrument in
writing shall not invalidate such instrument if in all other respects writing legally authorized by the corporation, and signed by the president
and secretary, or other duly authorized officer or officers of the
corporation. Secretary to keep SEC. 39. The secretary of every corporation shall keep an accurecord of stock holders and rate record of its stockholders, with the number of shares owned by number of shares each, which shall at all reasonable times be open for the inspection
of any stockholder. If such officer refuse to exhibit such record, he shall forfeit a penalty of fifty dollars for each offense.
SEC. 40. An executor, administrator, guardian, or trustee may guardians, trust.
represent the shares of stock in his hands at all meetings of the correpresent stock. poration, and may, in his representative capacity, vote as a stock
holder, but shall not be personally liable as a stockholder by reason
of acting in such representative capacity. Provisions for Sec. 41. Any corporation engaged in the kind of business conporation and cor. templated by this act, organized and doing business under any speganizing undercial charter heretofore granted by this State, may at any time, by a this act.
vote of a majority of its capital stock, at any annual meeting, or a special meeting called for that purpose pursuant to the provisions of this act, dissolve its organization, and organize under this act, and any corporation so organizing under this act shall have the right, in preference to any other company or corporation, to assume the
name by which it was known in its former charter. After perfectRights, privi ing its organization according to the provisions of this act, it shall be rew corporation, entitled to all the rights, privileges, and immunities herein conferred
and the property, effects, and rights of action of such corporation shall pass to and be vested in the corporation so organized under
ees, etc., may
this act, and the debts, liabilities, and demands existing against such corporation so dissolved, shall be and remain debts, liabilities, and demands against such corporation so organized hereunder, and may be prosecuted against it in like manner, and to the like effect, as they might have been against the corporation so dissolved : Provided, Any such corporation shall perfect its organization within sixty days after dissolving under its special charter: And provided Copy of proceedfurther, That before any such corporation shall commence doing association, etc., business under this act, it shall file in the same manner as articles to be filed. of association are, by the provisions of this act, required to be filed, a copy of the proceedings had dissolving its organization under its special charter as aforesaid, verified by its secretary as a true copy of such proceedings, in the office of the Secretary of State and county clerk of the county where such corporation carries on its business, together with its articles of association as provided in section five of this act. Such verified copies shall be recorded in such offices at To be recorded. the expense of such corporation, and the copies so filed, the record thereof, or copies of them certified by the Secretary of State or by the county clerk, shall be prima facie evidence in all courts and places of the facts therein set forth.
Sec. 42. When any corporation organized for the purposes contem- Corporation may plated by this act shall
, for a period of five years, cease to be actually ceasing to be enengaged in the business for which it was organized, stockholders hold-gaged in busiing not less than one-third of its capital stock, may file a petition years. in the circuit court in chancery in the county in which its mine or works are located for its dissolution. Notice of such application shall be given to the stockholders and creditors in such manner as the court may direct, and said court shall, upon final hearing, enter a decree dissolving the corporation, and directing the sale of its property, and the distribution of the proceeds among its stockholders after payment of its indebtedness. Such dissolution shall not affect the liabilities of officers or stockholders previously incurred. If at any time before final decrec it shall be made to appear to the court that the stockholders holding more than two-thirds of the stock desire the existence of the corporation to be continued, the proceedings shall be discontinued and dismissed. The time prior to the passage of this act, in which any such corporation shall not have been actually engaged in its business, as well as the time subsequent thereto, shall be considered in determining the right of such stockholder to petition for the dissolution of the corporation.
SEC. 43. All meetings heretofore held or corporate acts done, Meetings and without the limits of this State, by any corporation organized for legalized. the purposes contemplated by this act, shall be held and are hereby declared to be, as lawful and binding as though held or done in this State.
SEC. 44. The following entitled acts, so far as they relate to cor- Acts repealed. porations authorized by this act, are hereby repealed, viz.: "An act to authorize the forination of corporations for mining, smelting, or manufacturing iron, copper, or silver ores," approved April eight, eighteen hundred and fifty-one; "An act to amend section three of