transportation SEC. 2. No person, firm or corporation, shall for a period The sale and of ten years from and after the passage of this act, sell prohibited. or attempt to sell, or expose for sale, or ship or transport out of this State, or attempt to ship or transport out of this State, or have in possession for the purpose of shipping or transporting outside of this State, any Mongolian pheasants or English pheasants. misdemeanor. SEC. 3. Any person or persons violating any of the pro- Violation a visions of this act shall be guilty of a misdemeanor, and upon conviction thereof shall be punished by a fine of not Penalty. less than ten dollars nor more than fifty dollars, together with the costs of prosecution, and in default of the payment of the same shall be imprisoned in the county jail for a period not exceeding thirty days, or both such fine and imprisonment in the discretion of the court. SEC. 4. All acts or parts of acts in conflict with the Repealing provisions of this act are hereby repealed. This act is ordered to take immediate effect. Approved March 26, 1895. clause. [ No. 39. ] AN ACT to amend sections one to eight inclusive and to repeal sections nine to twenty-eight inclusive of an act entitled "An act for the winding up of mining and manufacturing corporations whose charters have expired,' being act number two hundred sixty-two of the laws of eighteen hundred eighty-nine, approved July fifth, eighteen hundred eighty-nine, as amended by act number one hundred thirty-seven of the laws of eighteen hundred ninety-one, approved June sixteenth, eighteen hundred ninety-one, and to substitute in the place of said repealed sections other sections to be numbered nine to twentytwo. SECTION 1. The People of the State of Michigan enact, Sections That sections one to eight inclusive of an act entitled amended. "An act for the winding up of mining and manufacturing corporations whose charters have expired," being act number two hundred sixty-two of the laws of eighteen hundred eighty-nine, approved July fifth, eighteen hundred eighty-nine, as amended by act number one hundred thirtyseven of the laws of eighteen hundred ninety-one, approved June sixteenth, eighteen hundred ninety-one, be amended so as to read as follows; and that sections nine to twenty-Sections eight inclusive of said act be and the same are hereby repealed; and that sections nine to twenty-two inclusive of this act be substituted for said sections nine to twentyeight inclusive repealed. repealed How mining ing companies may wind up their affairs. SECTION 1. Any corporation heretofore, or hereafter to and manufactur- be organized under the laws of this State for the purpose of carrying on the business of mining, smelting or manufacturing under general acts of the legislature authorizing such organization, whose term of existence as fixed by its articles of association or organization and whose further term for winding up its business allowed by the laws of this State has expired or shall expire (no other valid proceedings having been completed to wind up its corporate affairs) may be wound up and its assets disposed of and distributed pursuant to the provisions of this act: Provided, That nothing in this act contained shall be construed to prevent the reorganization, or the extension or the renewal of the corporate term, on the part of corporations author. ized by law so to act, nor to affect, or impair the organization, rights or property of any de facto corporation actively carrying on its proper business. Proviso as to reorganization. Who may file bill in chancery. What bill may state. Claims, Statement of assets. Statement of capital stock, Proviso. Statement of SEC. 2. Any stockholder (whether his title to the stock be legal, equitable, absolute or in trust) in such corporation, or any creditor of such corporation whose demand is in full force and is not barred by any statute of limitations, may file a bill in the circuit court in chancery of any county of this State in which any of the real or personal property of such corporation may be situated, for the purpose of winding up the affairs of such corporation, and disposing of and distributing its property among the persons entitled thereto, which bill shall set forth in substance: First, The nature of complainant's interest in the property, the date of organization of the corporation, its term of corporate existence, and a copy of its articles of association if the same be on file or of record in the office of the Secretary of State or county clerk; Second, A statement of the assets, real and personal, belonging either in law or equity to such corporation so far as is known to complainant; Third, A statement of the amount of capital stock, and of the amount thereof paid in if known, together with the names of stockholders, their residence and the number of shares owned by them as shown in the last report of the officers of the corporation on file in the office of the Secretary of State or county clerk, if any such report has been filed and can be found therein, and if there be no such report on file, then the foregoing facts shall be set forth as, and in so far as they may appear by the articles of association or organization on file in the office of the Secretary of State, or county clerk if any such there be: Provided, That if the stock books of the corporation are accessible to complainant, he shall also state the names of the stockholders, their place of residence and the number of shares held by each in so far as in such books they appear; Fourth, A statement of all incumbrances upon any of the incumbrances. property of the corporation, together with all adverse claims upon the same, with the names and residences of the persons holding or asserting the same, so far as known to complainant; debts. Fifth, A statement of the debts of the corporation, if Statement of any, the names and residence of all its creditors, the nature of their demands and the consideration of any such indebtedness so far as known to complainant; unknown bill Sixth, If the creditors or owners of the stock of such If creditors are corporation are, or any of them are unknown to complain- to so state. ant, the bill shall set forth that fact; and the bill shall aver that it is filed, not only on behalf of complainant but also of all other persons interested in the property of the corporation whether as stockholders, creditors or otherwise, who may choose to come in as parties complainant and share the expense of the proceeding; Seventh, Such bill shall pray that the affairs of the cor- Prayer of bill, poration be wound up and its assets disposed of and distributed, and may pray for the appointment of a receiver of its property, and may contain any other appropriate averments of fact, and pray for any other appropriate relief. by complainant, SEC. 3. Such bill shall be verified by the complainant, Bill to be verified or by some one in his behalf substantially in the manner required by rule number eight of the chancery rules. made defendant SEC. 4. Such corporation shall be made a party defendant Corporation by its corporate name; all persons claiming any encum- by corporate brances upon the property thereof, may be parties defendant. name. It shall not be necessary to make any stockholder or owner of the stock or any part thereof, or creditor of such corporation, a party defendant. stock to be ownership. SEC. 5. The possession of a certificate of stock purport- Certificate of ing to represent a part of the stock of such corporation, prima facie running to the holder or assigned to him, or assigned in proof of blank, shall, prima fucie, be proof of ownership thereof, and entitle such holders to prosecute such proceedings, or to defend (as hereinafter provided) the same or to receive dividends. pœnas shall SEC. 6. Upon the filing of such bill a subpoena shall To whom subissue to all persons who are made defendants by name in se said bill in the same manner as in ordinary chancery cases, and the court, or judge thereof, may make an order for the appearance and answer of such corporation, its stockholders and creditors, at a future day therein to be specified, not less than three months from the date of the order. Such order shall, among other things, set forth the gen- Order to deeral nature and object of the proceeding, describe the scribe property. property to be affected by it, with a particular description of all the real estate, and shall give notice that the bill of complaint will be taken as confessed against said corporation and against all its creditors and stockholders who shall not within the time therein limited, appear and contest the same. SEC. 7. Such order shall be published within twenty Order to be days after it shall have been made, once in each week for published. ing the bill as confessed against corporation. six weeks in succession in some newspaper printed and published in every county wherein the bill of complaint avers the corporation owns land, which newspapers shall be specified in the order. If no newspaper be printed in a county where any land described in the bill is situated, then publication shall be made in some newspaper to be specified in the order, printed in a county adjoining thereto. When order may Thereupon, on filing the proof of such publication, and beentea after the expiration of the time designated in such order for the appearance of the corporation defendant, if there shall have been no appearance of such corporation, nor of any person or persons, hereinafter mentioned, entitled to appear and contest the proceeding in its behalf and actually contesting the same, an order may be entered taking the bill as confessed against such corporation defendant, its stockholders and creditors, either as to said corporation and as to all of such persons, or as to all of such persons who have not appeared and made contest therein, as the case Who may appear may be. Within the time fixed by such order for appearance, any person or persons who were stockholders of such corporation while it subsisted, and who still retain their rights in its property by virtue of having owned stock therein, and any assignee, purchaser, heir, devisee, administrator or executor of such former owner and any creditor or creditors of such corporation whose claim is subsisting and is not barred by limitation of time, may appear and defend such suit as fully as such corporation might do. All persons so appearing and defending shall plead in the name of the corporation. If there be any other party defendant made by the bill besides such corporation defendant, such other party defendant shall be summoned to answer in the usual manner if process can be served, and if not, brought in by publication in the usual manner. and defend suit, Publication of order to be complete notice of service on corporation. When receiver may be appointed. SEC. 8. The publication of such order for the appearance of such corporation defendant shall be full and complete notice to, and service upon such corporation, and all persons, natural and artificial, interested in its property because of having been stockholders in such corporation while subsisting, or of having in any manner acquired the rights of such stockholders, or because of being creditors thereof, for all the purposes of this proceeding, and to enable the court to order and complete the sale of all its property, and to distribute according to law the avails thereof. SEC. 9. The court, or the judge thereof, may at any time, on proper application of complainant, and notice to the proper parties, to be given personally or by publication in such manner as the court or judge thereof may order, appoint a receiver of any or all of the property in question, and then, or thereafter on like application, direct such receiver to give notice of his appointment, and to therein require that render account First, All persons indebted to such corporation shall persons indebted render on a certain day and place therein fixed, an account to corporation to to such receiver of all debts and sums of money owing to receiver. by them to said corporation and pay the same to him; Second, All persons having in their possession any prop- Property to be erty or effects of such corporation shall deliver the same receiver. to the receiver at the same time and place; delivered to to receiver. Third, All creditors of such corporation shall deliver a Creditors to statement of their claims and demands, and of the nature make statement thereof, to the receiver at the same time and place, which statement shall be verified by the oath of the creditor, or his agent or attorney. published. claims may be The day fixed in such notice shall not be less than sixty Time fixed days from the date thereof, and the place a convenient for notice. one in the county where the proceeding is pending. Such Notice to be notice shall be published, within one week after it is made, once in each week for six weeks in succession in some newspaper printed and published in the county where the proceeding is pending, if one be printed and published therein, and if not, in some newspaper printed in a county adjoining thereto. All personal claims, demands When personal and causes of action against said corporation shall, unless barred. presented to the receiver within the time in said notice limited, or to the court, before a division of the assets among the creditors is ordered, be forever barred. Such receiver shall be required to give security for the faithful Receiver to give performance of his duties hereunder, by bond running to the register of the court, with such sufficient surety or sureties and in such amount as shall be required and approved by the circuit judge, and any moneys recovered by suit thereon for breach of condition shall be treated as part of the assets of such corporation and be distributed accordingly. security, vested with all and shall hold and May bring suits, SEC. 10. Such receiver shall be vested with all the estate, Receiver to be real and personal, and all the things in action which were the estate of vested in such corporation at the time of the expiration corporation, of its term of existence as fixed by its articles of association and the laws of this State in that behalf, and which have not since been in any wise divested; may bring suits and actions for the same, dispose of the same for the benefit therein as creditors and stockholders, the court. He may sell the real and personal proprety at May sell such time and in such manner as the court may direct, pro- property. vided that the real estate shall be sold only at public auction, on such notice as is prescribed at the time of such sale by law for the sale of real estate on foreclosing a mortgage in chancery. He shall report to the court any To report to sale of real or personal property made by him, and if the court shall be satisfied that such sale is for the best interests of those concerned therein, an order shall be entered confirming such sale and directing a conveyance thereof, by the receiver as such, to the purchaser or purchasers, court sales made. |