example, companies might be formed to produce gas and deal in real estate. Moreover, if two dissociated purposes might be joined, why not more than two? Why not all? If it were permitted, nearly every corporation formed would claim every purpose mentioned in the act. The associated purposes authorized are,

I. Manufacturing and mercantile business,

II. Buying, selling and breeding cattle, etc.,

III. Maritime commerce and navigation,

IV. Purchasing, holding and dealing in real estate,

V. Warehouse and storage business,

VI. Erecting and owning buildings to be used or let, etc.,

VII. Production of gas and electricity,

VIII. Printing, publishing and bookkeeping.

As to each other, all of these purposes are dissociated, and no two or more of them may be united.

§138. Consolidated Corporation Law.-Section Relating to Articles of Association.

Section 2. The articles of association of every such corporation shall be made on suitable and uniform blanks which it is hereby made the duty of the Secretary of State to furnish on application free of charge, or upon blanks substantially uniform approved by the Secretary of State, which articles shall be signed by the persons associating in the first instance and acknowledged before some person authorized by the laws of this state to take acknowledgments of deeds, and shall state:

First, the name assumed and by which the corporation shall be known in law: Provided, No name shall be assumed already in use by any other existing corporation of this state, or corporation lawfully carrying on business in this State, or so nearly similar as to lead to uncertainty or confusion;

Second. Distinctly and definitely, the purpose or purposes for which the corporation is formed, and it shall not be lawful for said corporation to divert its operations, or appropriate its funds to any other purpose, except as hereinafter provided:

Third. The principal place or places at which its operations are to be conducted;

Fourth. The amount of the total authorized capital stock, which shall not be less than one thousand dollars, and not more than twenty-five million dollars; the amount of capital stock subscribed, which shall not be less than fifty per cent of the authorized capital stock; the articles may provide for common and preferred stock subject to section thirty-five, and in that

case shall contain an exact statement of the terms upon which the common and preferred stocks are created, and the amount of each subscribed, and the amount of each paid in;

Fifth. The number of shares into which the capital stock is divided, which shall be of the par value of ten dollars or one hundred dollars each;

Sixth. The amount of capital stock paid in at the time of executing the articles, which shall not be less than ten per cent of the authorized capital, and in no case less than one thousand dollars, except in case of a capitalization of two thousand dollars or under, when it shall be twenty-five per cent thereof, and the amount so paid in shall not be reduced below such per cent of its capital.

Such capital stock may be paid in, either in cash or in other property, real or personal; but where payment is made otherwise than in cash there shall be included in the articles an itemized description of the property in which such payment is made, with the valuation at which each item is taken, which valuation shall be conclusive in absence of actual fraud;

Provided, That only such property shall be so taken in payment for capital stock as the purposes of the corporation shall require, and only such property as can be sold and transferred by the corporation, and as shall be subject to levy and sale on execution, or other process issued out of any court having competent jurisdiction, for the satisfaction of any judgment or decree against such corporation:

And Provided Further, That there shall be made and attached to any such articles of association an affidavit by at least three of the organizers of such corporation, that they know the property described in such articles of association and that the same has been actually transferred to such corporation, and that such property is of the actual value therein stated;

Seventh. The place in the state of Michigan where the office of the company is located;

Eighth. The term of years the corporation is to exist, which shall not be to exceed thirty years;

Ninth. The names of the stockholders, their respective residences, and the number of shares subscribed for by each.

The amount of the capital stock and number of shares of every corporation organized under this act may be increased or diminished at any annual meeting of the stockholders, or at a special meeting expressly called for that purpose, by a vote of two-thirds of the capital stock of the corporation.

In voting upon the increase of the capital stock, the stockholders shall have power, by the same statutory majority, to fix the value of, and the price at which, the increase of the capital shall be subscribed and paid for by the stockholders, but not less than par, as well as the time and manner of the subscription and payment, and by the same vote to authorize the directors of the corporation to sell, at not less than the price. so fixed, any part of such increase not subscribed by the stockholders, after they have had a reasonable opportunity to make subscription of their proportionate shares thereof; and to make provision for calling in and cancelling the old and issuing new certificates of stock; but nothing herein contained shall in any way operate to discharge any company which may diminish its capital stock, from any obligation or demand that may be due from said company.

When a corporation shall so increase or diminish its capital stock, the president and a majority of the directors shall make a certificate thereof, which shall be signed by them and recorded and returned as provided herein for recording and returning the original articles of incorporation, and such increase or diminution shall commence and be operative from the date when such certificate is recorded in the office of the Secretary of State. Provided, That in order to entitle such certificate to be recorded it must show that at least fifty per cent of the total authorized stock, after such increase, has been subscribed, and that at least ten per cent of the total authorized capital has been actually paid in.

The articles of incorporation, besides defining the purposes for which the corporation is formed, as provided in sub-section second above, may also contain any provision which the incorporators may deem advantageous for the regulation of the business and for the conduct of the affairs of the corporation and any provision creating, defining, limiting and regulating the powers of the corporation, the directors and the stockholders, or any class or classes of stock and stockholders: Provided, The same be not inconsistent with this act, or the general statutes of this state regulating corporations.

§139. Making up the Records.

It is good practice, and costs but slight effort, to make up the records of the first meetings and proceedings in duplicate. By permission of the company, the attorney in charge should retain one copy, the other being

delivered over to the corporation. The reason for this procedure is that, in the management of all companies, and particularly in newly organized ones-questions frequently arise which may be answered only by reference to these first records. With an authentic copy at hand, counsel will be able to readily and accurately dispose of queries, the answers to which would otherwise be postponed until the records might be brought in, or else disposed of, in case of urgency, by an opinion based upon recollection. Again, far more frequently than might be supposed, corporate records are lost, destroyed, or even misappropriated. In such cases, access to an authentic duplicate copy may prove of great service.

By the exercise of a little foresight, duplicate records may be produced almost automatically. Articles of association, deeds, contracts, bills of sale, assignments of patents, and the like, of which an original is to be filed or recorded, are made in triplicate. Minutes of first meetings, including the waiver of notice, are made in duplicate. Thus, after the instruments required to be filed or recorded have passed out of his hands, the attorney has still in possession a complete duplicate set of all documents entering into the organization proceedings. These two sets-one for the company and one for the attorney-may be arranged (see sections 468 to 472, post), paged, indexed, and bound at trifling expense. This method of arranging and preserving corporate records is decidedly satisfactory both to the attorney and to his clients.

§140. A Hint About By-Laws.

While the subject of by-laws is reserved for later discussion (See Sec. 204, post), it may not be out of place, in connection with what has just been said concerning the preparation of records, to suggest that by-laws be typrewritten in triplicate. True, only two copies are required for the duplicate record, but a third may be found very useful in saving the labor of dictation when counsel is next employed to take charge of the formation of a corporation. The best sets of by-laws are a growth. They are a product of experience. While no two sets are likely to be precisely the same, there will be great similarity. Very properly counsel will use, again and again, the by-law provisions which have been found adequate under the test of actual use. With each new organization, counsel will endeavor to strengthen his work wherein it seems weak; but among companies organized under the same act for similar purposes, each new set of by-laws will be an adaptation of some prior set. Here appears the usefulness of the extra copy preserved from the last prior organization. It represents counsel's most mature production, because it is his latest. With a few pen-strokes, he may adapt it to the present need, and turn it over to his copyist. The saving of time and labor thus secured is substantial.

$141. Form of Articles of Association.

The articles may be typewritten, but must conform in substance to the blanks furnished by the Secretary of State. For material variance from this they may be lawfully denied record.

$142. Contents of Articles-Name.

When there is any doubt concerning prior use in this State of a desired corporate name, it is safe practice to submit the proposed name to the Secretary of State to have the point determined in advance of the name's adoption. A corporation of this state may adopt the name of a foreign corporation not doing business in this state.-Marshall's Corp., p. 88. But this course is not to be commended. A corporate name is upon a footing even broader than that of a common law trade mark, and its usurpation will be restrained whenever it operates to mislead the public.-Lamb KnitGoods Co. v. Lamb Glove and Mitten Co., 120 Mich., 159; Penberthy Injector Co. v. Lee, 120 Mich., 174; Armington v. Palmer, 43 L. R. A. 95. When a corporation selects its name in order to get another company's business, it is no defense that the name of the former is the name of its chief stockholder.-Cook's Corp. Sec. 15 n.

As an example of the line of demarcation between the permissible and the unpermissible use of similar names by corporations, the case of International Trust Co. v. International Loan & Trust Company of Kansas City, Mo., 10 L. R. A., 758, is instructive. The names as set forth above were held not sufficiently similar to mislead, although had the words "of Kansas City, Mo.," been omitted from the name of the defendant, an opposite result would clearly have been reached. A corporation, like an individual, may be known by several names. Parol evidence is admissible to establish identity. Gratwick, etc., Lumber Co. v. Oscoda, 97 Mich., 221.

§143. Contents of Articles-Corporate Purpose.

The articles of association afford the sole criterion of the corporate purpose. Attorney General v. Lorman, 59 Mich. 157; Detroit Driving Club v. Fitzgerald, 109 Mich., 670. A corporation is confined to the purpose declared in its articles.-People v. River Raisin & L. E. Railroad Co., 12 Mich., 389-396. The purpose stated must be within the terms of the act.Stewart v. Father Matthew Society, 41 Mich. 67. No corporation can exist except by force of express law.-Schuetzen Bund v. Agitations Verein, 44 Mich., 313-315.

Under this act a corporation must be formed for one purpose and for one purpose only. To this rule there is a single exception; manufacturing and mercantile purposes may be united. But, while the general purposes authorized must be kept apart, the several elements forming any one of these purposes may be joined. Thus, while the act provides that a corporation may be formed "for engaging in maritime commerce or navigation," the purpose may be stated as "engaging in maritime commerce and navigation," the two elements together forming but a single purpose.— People v. Rice, 138 N. Y. 151.

Purposes are corporate objects. those objects are attained. Under this the powers are ample. For example,

Powers are the means by which act, the purposes are restricted, but while a manufacturing corporation