of companies for a variety of purposes, cludes all purposes." but by no means in $121. Limited Partnership Associations Excluded. The most important enabling law excluded by Section 36 of the consolidated act, is Chapter 160 of the Compiled Laws of 1897, relating to Partnership Associations, Limited. Probably this chapter would have been excluded by construction, had it not been excluded expressly, as the legislature has never recognized these associations as corporations.-Attorney General v. McVichie, 138 Mich. 387-390. With the "Limited" act still in force, there are, in effect, two enabling acts under which organizations for any lawful business purpose may be formed. Instances are not wanting in which the latter act will be found the more convenient of the two. $122. Exclusions by Construction. It being the plain intent of the legislature that the consolidated act shall enable the formation of corporations for all business purposes not expressly excluded, the question of construction, in this particular, would seem to be solved. For all technical rules of construction must yield to the legislative intent.—Michigan Central R. Co. v. State, 148 Mich. 151-156. There is, however, a principle of construction which limits the. meaning of the words "any other lawful business," and, as this limitation is in harmony with the evident intent of the legislature, it is applicable. The principle to which reference is made is this, that when, as in Section 1, and also in the title of this act, specified purposes are enumerated, followed by a general expression, such as, "any other lawful business," the general expression is limited to purposes of like kind—purposes ejusdem generis.— American Transportation Co. v. Moore, 5 Mich. 368-385; Hawkins v. Great Western R. R. Co., 17 Mich. 57; Brooks v. Cook, 44 Mich. 617-619; Roberts v. Detroit, 102 Mich. 64-67; Rockland Water Co. v. Water Co., 80 Me. 544, 1 L. R. A. 388; Thomp. Corp. Sec. 8153. The enumerated purposes being gainful, the purpose mentioned in general terms must be of like kind. This is probably the full extent to which the principle of ejusdem generis is applicable to the title and first section of the act. §123. Who May Become Incorporators. The expression "any three or more persons" clearly refers to natural persons capable of making a binding contract. As was said by Justice Graves, in Hockgraef v. Milward, 38 Mich. 469-473, "There is no rule for construing these acts for the voluntary organization of private corporations so liberally as to include, among the parties allowed to become incorporated, any who are not plainly made competent." There is, however, some authority for saying, that where the required number of competent persons have executed the articles, the formation of a corporation de jure is not prevented by the fact that the articles have been also executed by firms and other corporations.-City of Kalamazoo v. Power Co., 124 Mich. 74-82. §124. Manufacturing. "The purpose of carrying on any manufacturing" is to be given a broad interpretation.-Attorney General v. Lorman, 59 Mich. 157-164. The present act is well within the policy announced by Justice Champlin in this case: "The statute, which was designed to foster and encourage manufactures, should receive a liberal construction, and one in harmony with the public interests; and while it was not enacted to lend aid to trivial and unworthy objects, it should not be restricted in its operation to exclude such purposes as tend to promote the public convenience or necessities." Manufacturing consists in making, by labor and skill-usually aided by mechanical means-from materials which have already undergone some physical change, a useable product, artificial in composition or form. It is believed that the foregoing definition, as well as any, expresses the meaning of the term “manufacturing" within the meaning of the act, and in harmony with the decisions.-See People v. Collins, 3 Mich. 343-385; Attorney General v. Lorman, 59 Mich. 157-163; Williams v. Warren, 72 N. H. 305, 64 L. R. A. 33-69. Not every enterprise employing labor, skill and machinery in changing the form or condition of material is "manufacturing." In an elaborate note to the decision of the Supreme Court of New Hampshire, in the case of Williams v. Warren, 64 L. R. A., 33-69, the case law of this subject is collated. From this note the following is quoted: "The work of the manufacturer begins as soon as that of the miner, the woodsman, the farmer and the planter ends. Coal mined and stone quarried from the earth, needing only breaking into sizes suitable for use; oil pumped and gas caught escaping through the soil and held in tanks for distribution by measure; trees felled in the forest and cane cut in the brake, and hauled to mills; grain reaped and grass mowed in the field and meadow and stored in barns; and water from lakes and rivers impounded in reservoirs-are plainly not manufactured." "Manufacturing generally consists in giving new shapes, new qualities or new combinations to matter which has already gone through some artificial process." Norris Bros. v. Commonwealth, 27 Pa. 494. From this it follows that "the manufacturer, as such, may generally be distinguished by the fact that he stands between the original producer and the dealer or consumer, and that he depends for his profit upon the labor bestowed upon the raw material."-State v. Dupre, 42 La. Ann., 561. The following named industries have been held to be manufacturing: Cutting and storing river and lake ice.-Attorney General v. Lorman, 59 Mich. 157-165. Contra, People v. Knickerbocker Ice Co., 99 N. Y. 181. Producing salt by evaporating brine.-East Saginaw Mfg. Co. v. Saginaw, 19 Mich. 259. Producing coke from coal.-Commonwealth v. Juniata Coke Co., 157 Pa. 507, 22 L. R. A. 232. Milling. Carlin v. Western Assurance Co., 57 Md. 515. Oil Refining.-Hawes v. Anglo-Saxon Petroleum Co., 101 Mass. 385. Electric lighting.-People v. Wemple, 129 N. Y. 543, 14 L. R. A. 708. Contra, Frederick Electric Light & Power Co. v. Frederick City, 84 Md. 599, 36 L. R. A. 130. Saw milling.-State v. Wibert's Sons Lumber Co., 51 La. Ann. 1223. Stave-making.-United States v. Hathaway, 4 Wall. 404, 18 L. ed. 395. The following named industries have been held not to be manufacturing: Laundering. Commonwealth v. Keystone Laundry Co., 203 Pa. 289. Mining. Byers v. Franklin Coal Co., 106 Mass. 131. Making and storing hay.-Frazee v. Moffit, 18 Fed., 584. Coffee roasting.-Union Pacific Tea Co. v. Roberts, 145 N. Y. 375. Ice cream making.-New Orleans v. Mannessier, 32 La. Ann. 1075. Bread making.-State v. Eckendorf, 46 La. Ann. 131. $125. Mercantile Business. The power to conduct a "mercantile business," confers authority to engage in all lawful merchandising, both at wholesale and at retail. §126. Joinder of Manufacturing and Mercantile Purposes. Manufacturing, as a purpose, carries with it the implied power to buy raw materials, to work upon them, and to sell the finished product. But it often becomes convenient for the manufacturer to deal in commodities that he does not produce and upon which he does no work. This latter is purely mercantile business. Since the statute expressly permits manufacturing and mercantile business to be united, it is usually best to join these two purposes in the articles of asociation, thus providing for usascertained future needs by broadened corporate powers.-See Chewacla Lime Works v. Dismukes, 87 Ala. 344, 5 L. R. A. 100. When mercantile purposes are joined with manufacturing for the purpose of conducting a "company store," it is well to bear in mind the provisions of C. L. 1897, Sec. 5489, 5490, 5491, prohibiting the giving of orders payable in anything other than money, except by consent of the employee. $127. Live Stock. The term live stock embraces domestic animals used or raised upon farms.-Webster. Clearly such animals as mules, goats, swine and poultry are included. The words "other live stock" are limited by the rules of construction to other domestic live stock.-See Roberts v. City of Detroit, 102 Mich. 54-67. It follows that this provision of the act does not extend to bees. (See Parsons v. Manser, 62 L. R. A. 132 n.). But corporations to raise bees may be formed under the general enabling provision of the act. §128. Maritime Commerce. Maritime Commerce consists in shipping goods by sea. The Great Lakes and the straits (improperly called rivers) connecting them are maritime. As was stated by Justice Campbell, in American Transportation Co. v. Moore, 5 Mich. 368-396, "These lakes are in truth inland seas." §129. Navigation. Navigation is the act of passing on water in ships and other vessels. -Webster. The term applies to all kinds of craft propelled in any manner on any waters whatsoever. §130. Joinder of Maritime Commerce and Navigation. The purposes of maritime commerce and navigation may be united in one corporation. When this is done, the corporation will clearly have power to engage in commerce on the seas, or to act as a carrier of goods and passengers on both inland and maritime waters, but unless the language of the act shall be enlarged by construction, such corporation will not have power to engage as a trader (i. e., to carry on commerce) on inland, nonmaritime waters. §131. Dealing in Real Estate. Dealing in real estate implies power to act, both for the corporation and as the agent for others, in buying and selling real estate, managing it, leasing it and collecting the rents.-Marshall's Corp., p. 237. $132. Erecting and Owning Buildings. This object of the act was intended to accommodate those who desire to acquire, improve and more or less permanently hold real estate, as distinguished from those who merely deal or speculate in it. It was not intended to apply to mere construction companies. These may be organized under the general clause of the act. §133. Light, Heat and Power Companies. Corporations formed under this act for these purposes have power to receive and exercise such franchises in streets, ways and public lands as are necessary to attainment of the corporate objects.-Wyandotte Elec. Light Co. v. Wyandotte, 124 Mich. 43, and cases there cited. See also Sec. 37 of act (as amended in 1905) which expressly provides that: "Any corporation mentioned or referred to in this section which, under the law under which it was organized, had the right or power to use the streets, lands and squares of any city, town or village for its corporate purposes, with the consent of the municipal authorities thereof, and under such reasonable regulations as they might prescribe, shall continue to have such right or power under this act as they enjoyed at the time of the passage of act number two hundred thirty-two of the Public Acts of nineteen hundred three, of which this act is an amendment." $134. Acquiring Water Power. There is no doubt that a corporation formed under this act for manufacturing, or for electric power purposes, and requiring the use of power in the accomplishment of its objects, may purchase a developed water power, or, after securing the necessary riparian rights and proper permission, may develop a water power for itself. It is difficult to see much difference in principle between the purchase of a water power and the purchase of a steam engine. Moreover, as stated by Judge Thomson: "The courts are liberal in upholding the power of corporation to employ their funds in the aid of collateral objects for the purpose of improving their own property or business.”—7 Thom. Corp., Sec. 8369; Stradley v. Cargill Elevator Co.. 135 Mich. 367. §135. Printing, Publishing and Bookmaking. The object, "printing, publishing and bookmaking" is, of course, to be construed in the natural sense of these words. Thus, although "publishing," in its generic meaning, includes all means by which anything is made public, the right to maintain and operate billboards as a principal business, would not be conferred upon a corporation formed under this act for the purpose of "publishing." Clearly enough a company for the purpose of operating a general advertising and billboard business might be organized under the "any lawful business" clause, or billboards might be operated as an incident of the printing and publishing business. "Printing" is construed to include the multiplication of words, figures, illustrations and designs by any mechanical means, including lithography and other special processes, incident to the printing and publishing business. $136. "Any Other Lawful Business, Except" as Excluded. Incorporation for every lawful, profit-earning business not expressly excluded by the act (Act Sec. 36) is authorized under this statute. The purpose must be clearly stated in the articles and must be single in the sense that the expressly authorized purposes are single. It must represent one general undertaking, for example, the conducting of a livery business in all its branches. It would not be permissible to attempt to join the business of undertaking with the livery business, however closely they may be allied. $137. Joinder of Purposes. The joinder of dissociated purposes, when not authorized, is unpermissible. The reason is, that such joinder would set up a corporation not warranted by the act. The result would be intolerable confusion. For |