A dissenting stockholder may have injunctive relief against proposed illegal action.-Fletcher & Sons v. Circuit Judge, 136 Mich. 511; Detroit & Erin P. R. Co. v. Circuit Judge, 109 Mich. 371. Corporate paper, issued in violation of this section would, nevertheless, be enforcible in the hands of a bona fide holder.-Genesee County Savings Bank v. Michigan Barge Co., 52 Mich. 438-466; Fletcher & Sons v. Circuit Judge, 136 Mich. 511. For a discussion of this whole subject, see Section 26, ante, and notes.

$322. Partnership Associations, Limited, Law.-Section Relating to Voluntary Dissolution.

Section 8. Such association may be dissolved:

First. Whenever the period fixed for the duration of the association expires;

Second, Whenever by vote of a majority in number and value of interest it shall be so determined, and notice of such winding up shall be given by publication in two newspapers published in the proper city, or county, at least four consecutive weeks; and, immediately upon the commencement of said advertising, said association shall cease to carry on its business, except so far as may be required for the beneficial winding up thereof.

Section 9. When any such partnership association shall be dissolved by the voluntary action thereof, its property shall be applied and distributed as follows:

First, To the payment of all debts for wages of labor;

Second, To the satisfaction of its other liabilities and indebted

ness;

Third. After payment thereof, the same shall be distributed to and among the members thereof, in proportion to their respective interests, in the following manner:

Fourth. Three liquidating trustees shall be elected by the members of the association, who shall have full power and authority to wind up the concern, and distribute the net assets thereof among the members, under the direction of the circuit court of the proper county.

§323. Proceedings Upon Voluntary Dissolution.

At the outset it will be observed that subdivision "Fourth" of Section 9 of the act is out of the order of logical arrangement. It should be a part of subdivision "Second" of Section 8. Election of the liquidating trustees (who may, or may not, be members) is the final act of the stockholders. After these trustees have entered upon the performance of their trust, the stockholders and managers of the association have no further authority.— Morris v. Imperial Cap Co., 135 Mich. 476.

The notice of liquidation is published by and in the name of the liquidating trustees. They are virtually receivers. While a narrow interpretation of the language of the statute might lead to the conclusion that the aid of the court need not be invoked, except for the purpose of ordering distribution of net assets among members (and hence that, if there are no net assets, the aid of the court need not be asked at all) this view is not in accord with the better practice. As a matter of self-protection, the trustees should immediately petition the proper court of chancery, praying, among other things, an order restraining suits, confirming the appointment of the trustees, and empowering them to proceed, under direction of the court, to wind up the association's affairs.-Morris v. Imperial Cap Co., 135 Mich. 476. As to this section of the act, see also Emery v. Kalamazoo & Hastings Construction Co.; 132 Mich. 560-571. The liquidating trustees are entitled to compensation.—Jennings, Beal & Co. v. Case, 157 Pa. 630.

§324. Partnership Associations, Limited, Law.-Section Relating to Conveyances, Suits and Service of Process.

Section 10. All real estate owned or purchased by any association, created under and by virtue of this act, shall be held and owned and conveyance thereof shall be made in the association name; said association shall sue and be sued in their association name; and when suit is brought against any such association, service of process and other papers in such suit prior to appearance therein, by defendant, shall be made upon the chairman, secretary or treasurer thereof: Provided, If no such officer reside in the county where the principal office or place of business of such association is located, or no such officer be found in such county within five days after the commencement of such suit, service of such process and papers may be made upon such association by service thereof upon any clerk, agent or attorney thereof in its office or place of business named in its articles of incorporation, which service shall be as complete and effective as if made upon each and every member of such association.

§325. Service of Process.

Inasmuch as the act itself very carefully provides for the service of process, instances in which service in any other manner might be desirable must necessarily be infrequent. Is any other manner of service authorized? Do the general statutes providing for service of process upon ordinary corporations apply to these associations? Probably not. There is certainly no authority for assuming that they do.

This suggests a very practical question. May suit against a domestic partnership association, limited, be commenced in Justice Court by attachment? We have seen (Sec. 104, ante) that suit against an ordinary domestic

corporation cannot be so commenced. We have also seen that these associations are not strictly corporations. (See 283, ante.) Does the distinction subject partnership associations to Justice Court attachment process? "The remedy by attachment is highly artificial and in this state is considered as 'special and extraordinary'? The statutory provisions relating to it have invariably been subjected to strict construction, and the rule is fairly established that unless the case is plainly within the terms expressed it cannot be considered as embraced."-Van Norman v. Circuit Judge, 45 Mich. 204208. Partnership associations, limited, are at least quasi-corporations. They are, in this State, governed to a considerable extent by the law of private corporations.-Rouse, Hazard & Co. v. Detroit Cycle Co., 111 Mich. 251; Staver & Abbott Mfg. Co. v. Blake, 111 Mich. 282; Armstrong v. Stearns, 16 D. L. N. 288 (May 1909). If they are not corporations, they are, at least, not distinctly anything else. It is believed that they are within the protection of the statute relating to Justice Court process, which provides, that, "The first process against a (domestic) corporation shall be a summons."-C. L. 1897, Sec. 754.

§326. Partnership Associations, Limited, Law.-Section Relating to Vested Rights.

Section 11. That no amendment, modification, or repeal of this act shall affect anything duly done, right acquired, liability incurred, or penalty, forfeiture, or other punishment incurred or to be incurred, in respect of any offense against the provisions of this act before such amendment, modification, or repeal comes into operation.

$327. Amendment, Modification or Repeal.

Section 11 above recited is open to two views. It may merely amount to an unnecessary declaration, that the legislature has no power to oust vested rights by amendment or repeal, or it may go further and amount to an agreed construction of the limitations upon that reserved right. It is, of course, conceded that the legislature is powerless to waive or suspend a constitutional provision.-Milroy v. Spurr Mountain Iron Mining Co., 43 Mich. 231-238. Yet the legislature may provide the means and designate the manner in which such a provision is to be made effective.-Id. The legislature alone determines the advisability and scope of amendments and repeals. For this purpose it must construe the constitution, and the legislative construction is respected by the courts.-Menton v. Cook, 147 Mich. 540-543. When the legislature has agreed and acted upon a construction— when it has written that construction into a solemn contract-shall that action be held of no avail? Or shall it be given effect to the same extent as though the contract were between private individuals? These queries seem to admit of but one answer. Having agreed upon a construction violative of no constitutional principle, the legislature is bound by its agree

ment.-Flint & F. P. R. Co. v. Woodhull, 25 Mich. 99. If this be correct, it follows that section 11 of the act fixes a definite limit beyond which the legislature cannot go in amending or repealing the law relating to partnership associations.

$328. Partnership Associations, Limited, Law.-Section Relating to Franchise Fee.

Section 12. Every such partnership association organized after this act takes effect, shall at the time of recording its statement in writing, or articles of association, pay to the Secretary of State a franchise fee of one-half of one mill upon each dollar of its total authorized capital stock, and a proportionate fee upon every subsequent increase thereof; no statement in writing, or articles of association, shall be received by the Secretary of State for recording unless accompanied by the fee provided for in this act, and every partnership association heretofore organized which shall hereafter increase its authorized capital, shall pay a franchise fee of one-half of one mill upon each dollar of such increase of authorized capital, and a proportionate fee upon each subsequent increase thereof: Provided, The fee herein provided shall in no case be less than five dollars. All contracts made in this state after the first day of January, nineteen hundred and four by any partnership association organized after this act becomes operative, which has not first paid the franchise fee required to be paid by this act shall be wholly void. The franchise fee provided by this act shall be deemed and held to be specific taxes and shall be paid into the State treasury and shall be applied to the objects and purposes prescribed in section one, article fourteen of the Constitution of this State.

§329. Franchise Fee.

Prior to the amendments of 1903, no franchise fee was exacted from these associations. Many organizations having large capital were then formed, and are still operating, under this act.

The provision that contracts made prior to payment of the franchise fee shall be "wholly void" renders it highly impractical for such associations to attempt to transact business until such fee has been paid. While the corporation would probably be estopped to urge the invalidity of a contract made in violation of this provision, there is no doubt that the defect would prove fatal to an action brought by the corporation upon a contract thus prematurely made.-Rough v. Breitung, 117 Mich. 48-56.

$330. Partnership Associations, Limited, Law.-Section Relating to Annual Reports and Notice of Change of Status. Section 13. Every partnership association heretofore or hereafter organized under this act shall annually, in the month of January or February, make duplicate reports for the fiscal year last ending, of such association, on suitable blanks to be furnished by the Secretary of State, as hereinafter provided. Such report shall state the amount of capital subscribed, and the amount thereof actually paid in, in cash, and the amount thereof paid in property, if any; the amount of capital invested in real and personal estate, and the present actual value of the same as near as may be estimated; the amount of debts of the association, and the amount of credits, and the present estimated value of the credits; the name and postoffice address of each member and the amount of capital held by each at the date of such report; the name and postoffice address of each officer and manager of the association 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, to mail to each such association suitable blanks on which shall be printed a copy of this section. Such reports shall be signed by a majority of the managers and verified by the oath of the secretary of the association, and deposited in the office of the Secretary of State within the said month of January or February.

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 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 principal office, in this state, for the transaction of the business of said association 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 of the managers of any such association shall wilfully neglect or refuse to make and deposit the report required by this section, within the time herein specified, they shall each be liable for all the debts of such association contracted during the period of such neglect or refusal, and subject to a penalty of twenty-five dollars, and in addition thereto the sum of five dollars for each and every secular day after the first of March in each year during the pendency of such neglect or refusal, which penalty shall be for the use and benefit of the general fund of this State. The Secretary of State shall, dur