articles do not conform to the requirements of law, the Secretary of State is justified in refusing to receive them for record. Id. See also Jenking v. Osmun, 79 Mich. 305.

$182. Place of Record.

The place of operation is the place where the corporation's productive work is carried on, as distinguished from its business office, which may b in a different county.

When the corporation's operations are to be wholly within this State, the articles are to be recorded in the county or counties where such operations are to be conducted.

When the operations are to be wholly outside this State, the articles are to be recorded in the county in this State where the corporation's office is located.

Removal of the office to another county requires the recording of the articles, together with a certificate of removal, in such county. The certificate of removal must be recorded also with the County Clerk of the county from which removal is had, and also with the Secretary of State.-Act, Sec. 18. As bearing upon the subject of recording, see Van Etten v. Eaton, 19 Mich., 186-190.

$183. Failure to Record Articles.

When articles of association have been executed in good faith, but not recorded, a corporation de facto results.-People v. Carter, 122 Mich. 668. One who contracts with a corporation de facto in its corporate name cannot defeat his obligation by proving the organization's failure to record its articles.-Bank v. Stone, 38 Mich. 779-782; Estey Mfg. Co. v. Runnels, 55 Mich. 130; Stofflet v. Strome, 101 Mich. 197-199. But see Nichols v. Buell et al., 16 D. L. N. 463 (July, 1909). Nor can a creditor who has dealt with a corporation de facto in its corporate name, attack its corporate existence and hold its stockholders liable as partners.-Swartwout v. Railway Co., 24 Mich. 389; American Mirror Co. v. Bulkley, 107 Mich. 477; Gow v. Collin, 109 Mich. 45-51.

$184. Evidence of Incorporation.

The statute contemplates proof of incorporation by certified copy, or by introduction of the original record. This is by no means the only manner in which proof of corporate existence may be made. Evidence that the corporation "is doing business under a certain name" is prima facie proof of due incorporation and of lawful corporate existence.-See C. L. 1897, Sec. 10194. Such proof is sufficient to rebut the plea of nul teil corporation.-Canal Street Gravel Road Co. v. Paas, 95 Mich. 376; Wilson Sewing Machine Co. v. Spears, 50 Mich. 534-537; Garton v. Union City National Bank, 34 Mich. 279; Lake Superior Building Co. v. Thompson, 32 Mich. 293.

§185. Consolidated Corporation Law.-Section Relating to Quorums.

Section 10. A majority of the directors of every manufacturing or mercantile corporation convened according to the bylaws, shall constitute a quorum for the transaction of business; and the stockholders holding a majority of the stock, at any meeting of the stockholders, shall be capable of transacting the business of that 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.

$186. Quorum.

A majority of the quorum, in the absence of statutory, charter or by-law provisions to the contrary, has power to bind the corporation by its vote.-Ten Eyck v. Railroad, 74 Mich. 226-235; Cahill v. Kalamazoo Ins. Co., 2 Doug. (Mich.) 123-136.

$187. Majority Insufficient.

"Except as herein otherwise provided" refers to the following transactions, which require more than a majority vote for their accomplish

ment:

(a) Increasing or diminishing the capital stock.-Act Sec. 2, Ante Sec. 138.

(b) Changing the corporation's place of business.-Act Sec. 18, Post Sec. 220.

(c) Amending the articles of association.—Act Sec. 17, Post Sec. 214. (d) Creating a class of preferred stock.-Act Sec. 35; Post Sec. 267. Items "a," "b" and "c" require a two-thirds affirmative vote of all stock outstanding. Item "d" requires a three-fourths affirmative vote of all stock outstanding.

$188. Right to Vote.

One holding a certificate of stock properly endorsed to him has a right to vote at meetings of the stockholders, although the transfer may not have been registered upon the books of the company.-McLean v. Medicine Co., 96 Mich. 497-481. Production of the endorsed certificate is sufficient evidence of this right.-Id.; see also Noller v. Wright, 138 Mich. 416; Endorsements in blank are regular.-Walker v. Detroit Transit Co., 47 Mich. 338-360.

$189. Cumulative Voting.

At elections for choosing directors, cumulative voting is authorizedAttorney General v. Looker, 111 Mich. 498; Act 141 of 1907, p. 179.

$190. Proxies.

No particular form need be observed in the preparation of a proxy. It will be sufficient if it appears on its face to confer the requisite authority, provided it is free from reasonable grounds of suspicion as to genuineness. It cannot be rejected, even though it does not conform to technical requirements of the by-laws.-People's Home Savings Bank v. Superior Court, 29 L. R. A. 844 and notes. One present by proxy is bound by corporate acts to the same extent as though he were present in person.-Stradley v. Cargill Elevator Co., 135 Mich. 367.

$191. Consolidated Corporation Law.-Section Relating to

Collecting Subscriptions.

Section 11. The directors may call in subscription to the capital stock of such corporation by installments. In such proportion and at such times and places as they shall think proper, by giving notice thereof, as the by-laws shall prescribe; and in case any stockholder shall neglect or refuse payment of any such installment for the space of thirty days after the same shall have become due and payable, and after he shall have been notified thereof, said corporation may recover the amount of said installment from such negligent stockholder in any proper action for that purpose, or so much of the stock of such delinquent stockholder, as may be necessary to pay such installment so due, may be sold by the directors at public auction at the office of the secretary of the corporation, giving at least thirty days' notice of such sale in some newspaper published in the county where said office is located, if there is a newspaper published in such county; if not, then in some newspaper published in some adjoining county; and in case of a sale of said stock the proceeds thereof shall be first applied in payment of the installment called for and the expenses of the sale, and the residue, if any, shall be refunded to the delinquent stockholder. In case the proceeds of such sale shall be insufficient to pay said installment, said corporation may recover the balance from such negligent stockholder. Such sale shall entitle the purchaser to all the rights of a stockholder to the extent of the shares purchased.

$192. Remedies for Non-Payment.

The remedies by sale of the stock and by assumpsit to collect the whole subscription, or to collect any deficiency remaining after sale of the stock, are cumulative.-Atlantic Dynamite Co. v. Andrews, 97 Mich. 466. See also

Dexter & Mason P. R. Co. v. Millerd, 3 Mich. 91; Carson v. Mining Co., 5 Mich. 288; Merrimac Mining Co. v. Bagley, 14 Mich. 501.

Certificates marked "fully paid" should not be issued until after full payment has been made. Stock issued as fully paid cannot be subjected to assessments in the hands of bona fide transferees..-Young v. Erie Iron Co., 65 Mich. 111.

$193. Consolidated Corporation Law.-Section Relating to Reports and Notices of Changed Status.

Section 12. Every corporation subject to this act, including every foreign corporation admitted to carry on business in this state under the provisions of this act, shall annually, in the month of January or February, make duplicate reports showing the condition of such corporation on the thirty-first day of December next preceding, on suitable blanks to be furnished by the Secretary of State, as hereinafter provided: Provided, Flour milling corporations shall make and deposit annual reports in the month of July for the year ending June thirtieth, preceding: Provided Further, That any such corporation, which shall make and file with the Secretary of State a statement in writing certified to by its president and secretary, showing that its fiscal year ends at a time other than December thirty-first and that it is its custom to take an inventory and balance its accounts at the close of such fiscal year, and cannot make an accurate report for any other date, shall make its report showing its condition at the close of its fiscal year, such report to be filed within sixty days after such close of its fiscal year.

Such reports shall state the amount each of common and preferred capital stock authorized, and the amount thereof subscribed for, and the amount thereof actually paid in in cash, and the amount thereof paid in property; the total value as near as may be estimated, of all property owned by the corporation; the value of different items or classes of property as follows: Real estate used in its business; real estate not used in its business; goods, chattels, merchandise, material and other tangible property; patent rights, copyrights, tradesmarks and formulas: good will; and all other property, specifying the kind; value of all credits owing to the corporation; the amount of debts of the corporation; the name and postoffice address of each stockholder and the number of shares of preferred and common stock held by him at the date of such report; the name and post office address of each officer and director of the corporation, and such other information as the Secretary of State may require.

It shall be the duty of the Secretary of State in the month of December, in each year, or in case of corporations whose fiscal year ends prior to December thirty-first, on application of such corporation to mail to each corporation which is subject to the provisions of this act, suitable blanks on which shall be printed a copy of this section. Such reports shall be signed by a majority of the board of directors and verified by the oath of the secretary of the corporation, and deposited in the office of the Secretary of State within the said month of January or February, or within sixty days after the close of such fiscal year, accompanied by a filing fee of fifty cents. The Secretary of State shall carefully examine such reports, and if upon such examination they shall be found to comply with all the requirements of this section, he shall then file one of them in his office, and shall forward the other by mail or express to the county clerk of the county in which the office in this state, for the transaction of the business of said corporation, is situated. And it shall be the duty of such county clerk, upon receipt of such report, to immediately cause the same to be filed in his office.

If any corporation neglect or refuse to make and file the reports required by this section within the time herein specified, and shall continue in default for ten days thereafter, its corporate powers shall be suspended thereafter until it shall file such report, and it shall not maintain an action in any court in this state upon any contract entered into during the time of such default; and any director of such corporation so in default, who has neglected or refused to join in the making of such report, shall be liable for all the debts of such corporation contracted since the filing of the last report of such corporation, and shall also be liable to such corporation for any damage sustained by it by reason of such refusal or neglect.

And in case a corporation organized or doing business under the provisions of this act shall be dissolved by process of law, or whose term of existence shall terminate by limitation, or whose property and franchises shall be sold at mortgage sale, or at private sale, or if for any reason the attitude of the corporation toward the state shall be changed from that set forth in the articles of association, it shall be the duty of the last board of directors of such corporation within thirty days thereafter to give written notice of such change to the Secretary of State, signed by a majority of such directors and accompanied by a recording fee of fifty cents, which said notice shall be recorded