$263. "Continuance of Corporate Existence."

$264. Extension of three Years for Certain Purposes.

$265. Consolidated Corporation Law-Section Relating to General

Law.

$266. General Law.

$267. Consolidated Corporation Law-Section Relating to Preferred Stock.

$268. General or Common Stock.

$269. Preferred Stock.

$270. Two-thirds Capital.

$271. Redemption.

$272. Stipulations in Certificates.

$273. Cumulative Dividends.

$274. Preference.

$275. Exemption from Liabilities.

$276. Power of Majority to Create Preferred Stock.

$277. Consolidated Corporation Law-Section Relating to Excluded Acts.

$278. Excluded Corporations.

$279. Consolidated Corporation Law-Section Relating to Included

Acts.

$280. Included Corporations.

$281. Constitutionality of Consolidation of Acts.

TITLE.

AN ACT TO REVISE AND CONSOLIDATE THE LAWS PROVIDING FOR THE INCORPORATION OF MANUFACTURING AND MERCANTILE COMPANIES, OR ANY UNION OF THE TWO, AND FOR THE INCORPORATION OF COMPANIES FOR CARRYING ON ANY OTHER LAWFUL BUSINESS, EXCEPT SUCH AS ARE PRECLUDED FROM ORGANIZATION UNDER THIS ACT BY ITS EXPRESS PROVISIONS, AND TO PRESCRIBE THE POWERS AND FIX THE DUTIES AND LIABILITIES OF SUCH CORPORATIONS.

Act 232 Public Acts 1903.

$115. Constitutionality of Act.

The constitutionality of this act has been tested and sustained.-Grimm v. Secretary of State, 137 Mich. 134, decided July 7, 1904. The ground of attack was,

(a) That the title of the act does not reasonably announce the object of the law; and

(b) That the object of the law is not a single one, consistent with its general purpose.

For these alleged defects it was claimed that the act was violative of Article IV, Sec. 20, of the State Constitution of 1850, then in force. (The same constitutional provisions are to be found, re-enacted, in the State Constitution of 1908, Art. V, Sec. 21). The constitutional provision claimed to have been violated by the act was (and is) as follows:

"No law shall embrace more than one object, which shall be expressed in its title."

In deciding the case, Chief Justice Moore said: "We think the purpose of the act was to provide a general law under which the corporations named in it might be organized and brought under one general rule, instead of incorporating under several laws, as they were required to do before the act became a law. We conclude the law is a valid one.. Jenking v. Osmun, 79 Mich. 305.

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See also For an opposite conclusion reached under similar constitutional and statutory provisions, see Lewis v. Dunne, 134 Cal. 291, 55 L. R. A. 833.

§116. The Term "Consolidate".

"The use of the word 'consolidate' indicates very clearly that the purpose of the legislature was to collect in one act the law relating to the subject." Graham v. Muskegon County Clerk, 116 Mich. 571-572; Robert's Case, 51 Mich. 548.

§117. Application of Act.

This act is applicable only to corporations formed for pecuniary profit.— American Matinee Ass'n v. Sec'y of State, 140 Mich. 579. Associations not for profit, and having no capital stock, except religious organizations and institutions of learning, provided for in Act 39 of 1855, and societies for the prevention of cruelty to children, and organizations of the Independent Order of Odd Fellows, should be incorporated under Act 171 of Public Acts 1903, as amended in 1905 and 1909. This act has been held constitutional. -American Matinee Ass'n v. Sec'y of State, 140 Mich. 579-582.

$118. Consolidated Corporation Law.-Section Relating to Corporate Purposes.

THE ACT.

Section 1. The People of the State of Michigan enact: Any three or more persons desiring to become incorporated for the purpose of carrying on any manufacturing or mercantile business, or any union of the two, or for buying, selling and breeding cattle, sheep and horses, or other live stock, or for engaging in maritime commerce or navigation, or for the purchasing, hold

ing and dealing in real estate, or for conducting a warehouse and storage business, or for erecting and owning buildings to be occupied or leased for dwelling houses, halls, or business purposes, or for the production and supplying of gas and electricity for lighting, fuel or other purposes, or for printing, publishing and bookmaking, or for carrying on any other lawful business, except such as are excluded by section thirty-six of this act, may, by complying with the provisions of this act, with their successors and assigns, become a body politic and corporate.

$119. Scope of the Act.

The nine organic acts consolidated in this law (See Sec. 279 post) are as follows:

C. L. 1897, Chap. 158 relating to buying, selling, breeding and raising stock and poultry;

C. L. 1897, Chap. 181 relating to maritime commerce and navigation; C. L. 1897, Chap. 182 relating to dealing in land;

C. L. 1897, Chap. 183 relating to constructing, owning and operating warehouses;

C. L. 1897, Chap. 185 relating to constructing, owning and leasing buildings;

C. L. 1897, Chap. 188 relating to manufacturing;

C. L. 1897, Chap. 190 relating to gas lighting;

C. L. 1897, Chap. 191 relating to electric lighting;

C. L. 1897, Chap. 192 relating to printing and publishing.

In addition to these purposes, corporations "for carrying on any other lawful business, except such as are excluded by Section 36 (See. 277, post) of this act", are authorized. This provision, taken in conjunction with the announcement in the title that the act is intended to be applicable to "any other lawful business" except as precluded by "its express provisions,” together with the legislative intent plainly apparent from the four corners of the act, including the fact that certain express exclusions have been made, warrants the practical construction adopted by the Department of State, which is, that corporations for all lawful business purposes, not expressly excluded, may be organized under this act. And all corporations which may be organized under this act are denied the right to organize under any other act, except by legislative permission, subsequently given. Section 37 (See Sec. 279 post) of the act requires, that, "All corporations hereafter organized for any of the purposes provided for in this act, shall incorporate under this act." This provision is valid.-American Matinee Ass'n v. Secretary of State, 140 Mich. 579-582.

Either by way of subsequent enabling acts (See Act 85 of 1905, p. 114 relating to Pythian Building Associations) or by express authorization to organize under some other act (see Act 167 of 1907, p. 221, relating to Oil Companies) the legislature has, in a few instances, and for valid reasons,

permitted deviation from the rule announced in Section 37, above quoted. But nothing has been done that seriously infringes upon the scheme of uniform organization established by the consolidated corporation law.

$120. Excluded Purposes.

The language of Section 37, which, taken without modification, would require all corporations for lawful business purposes to organize under this act, is restricted in a very pronounced degree by Section 36, which provides that, "This act shall not include, nor apply to, any of the corporations provided for in the following statutes," which, for the sake of convenience, are here appended, viz.:

In view of this extensive list of enabling laws excluded by the terms of Section 36 of the act, the statement of Justice Hooker, in Goodrich v. Hackley-Phelps-Bonnell Co., 141 Mich., 343-344, is well sustained: "It is a broad act, evidently designed to be complied with in the future incorporation

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