Corporation may insure against loss

fire, &c.

courts of law and equity, and may have and use a common seal, and change and alter the same at pleasure.

Sec. 5. The corporation hereby created, may insure on all kinds or damage by of property against loss or damage by fire, may make all kinds of insurance against loss on goods, wares and merchandize, in the course of transportation, whether on land or water, from and to any part of the United States, and make such other insurance as the trustees may judge expedient; they may lend money on bottomry and respondentia; and they may also cause themselves to be insured against maratime risk, upon the interest which they may have in any vessels, goods or merchandize, in virtue of any such loans on bottomry or respondentia.

Affairs of company to

by five trustees; elec

tion of trustees.

Sec. 6. The stock and affairs of said corporation, shall be be managed managed and conducted by five trustees, who shall be stockholders and reside within the state; they shall, after the present year, be elected on the first Monday in January in each year, at such time in the day, and at such place in the village of Adrian as the board of trustees for the time being shall appoint, and shall hold their offices for one year, and until others shall be chosen; and notice of such annual election shall be published for the space of three weeks in one of the newspapers published in said village, and every such election shall be held under the inspection of three stockholders, to be previously appointed by the board of trustees, for that purpose, and shall be made by ballot by a plurality of votes of the stockholders present, allowing one vote for each share, and stockholders not personally attending, may vote by proxy, such proxy being granted directly to the person representing them at such election. In case it shall at any time happen that an election of trustees shall not be made on any day when pursuant to this act it ought to have been made, the said corporation shall not, for that cause, be deemed to be dissolved; but it shall and may be lawful on any other day to hold an election for trustees, in such manner as shall have been regulated by the by-laws and ordinances of said corporation.

President.

Sec. 7. The trustees regularly chosen by the stockholders of said corporation, shall, as soon as may be after every election, proceed to choose out of their body, one person to be president, who shall preside until the next annual election, and in case of the death or resignation of the president, or of any of the trustees of the said corporation, such vacancy or vacancies may be filled by

the board of trustees, and in case of the absence of the president, the board shall have power to appoint a president pro tempore, who shall have and exercise such powers and functions as the by-laws of the said corporation may provide.

stock.

Sec. 8. The stock of the said company shall be assigned [as- Transfer of signable] and transferable according to such rules and subject to such instructions as the board of trustees shall from time to time make and establish, and shail be considered personal property.

trustees.

Sec. 9. The major part of the trustees of said company shall Powers of constitute a quorum, and be competent to the transaction of the business of the corporation, and they may, if done in pursuance of a by-law, appoint from their own body one or more persons to act or assist in the management of their business, with such salaries and allowances as they may think proper; also appoint a secretary, and so many clerks and servants for carrying on their business as they shall deem expedient, and they may also declare and make dividends of the profits resulting from the business of said company, and make and prescribe such by-laws, rules and regulations as to them shall appear needful and proper, touching the management and disposition of the stock, property, estate and effects of the said company, the duties, powers and conduct of its officers and servants, the election of trustees, the transfer of shares, the management and conducting of its business, and all matters appertaing thereto.

chase and

estate.

Sec. 10. It shall be lawful for the said corporation to purchase May pur and hold so much real estate as shall be necessary and convenient hold real for the transaction of its business, not exceeding twenty thousand dollars in value, and also take and hold any real estate, or securities bona fide mortgaged or pledged to said corporation, either to secure the payment of any debts that may be due to it, or the payment of the shares of the capital stock, and also to purchase on sales made in their favor by virtue of any judgment at law, or any order or decree of a court of equity or otherwise, to receive and take any real estate in payment, or towards satisfaction of any debt previously contracted and due to the said corporation, and to hold the same until they can conveniently sell and convert the same into money, or other personal property, but not for longer period than six years: Provided, always, That it shall not be lawful for the said corporation to use or employ any part in banking

a

Not to em

ploy funds in buying or

selling mer

chandize, or

operations.

By whom policies to be signed.

Act to be fa

of their stock, funds or moneys, in buying or selling any goods, wares, merchandize or commodities whatsoever, or in any banking operations or business, or in trade or business of any exchange or stock-broker, or in the purchase or sale of any stock or funded debt whatsoever, created or to be created by or under any act of the United States, or of this or any particular state, nor to emit any notes or bills or make any contract for the payment of money only except under the seal of said corporation; and all such notes and contracts shall to all intents and purposes be taken as specialities at law; but it shall nevertheless be lawful for the said corporation to purchase and hold any such stock or funded debt as last aforesaid, for the purpose of vesting any part of the capital stock, funds or moneys therein, instead of investing the same in and upon real securities, and also to sell and transfer the same, and again invest the same or any part thereof in the stock or funds whenever and as often as the exigencies of the said corporation or due regard to the safety of its funds, shall require.

Sec. 11. All policies or contracts of insurance which may be made or entered into by the said corporation, shall be subscribed by the president or president pro tem., or by such other officer as shall be designated for the purpose by its by-laws and attested by the secretary; and being so signed and attested, shall be binding and obligatory upon the said corporation, without the seal thereof, according to the tenor, intent and meaning of such policies or contracts, and all such policies or contracts may be so signed and attested; and the business of said corporation may be otherwise conducted and carried on without the presence of a board of trustees, by assistants or committees, if done under or in conformity to the by-laws of said corporation; and the acts of such assistants or committees shall be binding and obligatory upon said corporation to all intents and purposes.

Sec. 12. That this act shall be favorably construed and taken vorably con- and received in all courts of justice; and the same is hereby declared to be a public act, and copies thereof printed by the

strued.

Legislature may amend or repeal.

authority of the state, shall be received as evidence thereof.

Sec. 13. The legislature may at any time alter, amend or repeal this act.

Approved April 17, 1839.

[No. 75.]

AN ACT to attach a certain tract of country to Ottawa county.

Section 1. Be it enacted by the Senate and House of Representatives of the State of Michigan, That all that part of the state lying immediately north of Ottawa county, and not included in any organized county, be and the same is hereby attached to Ottawa county for judicial purposes. Approved April 17, 1839.

[No. 76.]

AN ACT to amend "An act to incorporate the Me

chanics' Society of Detroit.

section of

repealed.

Section 1. Be it enacted by the Senate and House of Repre- Part of fifth sentatives of the State of Michigan, That so much of the fifth amended act section of the act to which this is an amendment, as requires that the assent of the said corporation be declared within two months from the time of the passing thereof, be and the same hereby is repealed.

corporation

Sec. 2. That it shall be competent for the proper officer or Meeting of officers of said corporation, to cause notice to be given in some to be called. newspaper printed in Detroit, calling a meeting of the members of said corporation, in order that the society may express its determination touching the propositions contained in said act: Provided, That such notice shall be published in such newspaper, at least three weeks before the time in such notice designated for the meeting of said society: And prvided also, That the assent of such members of said corporation as reside out of Detroit, may be expressed by writing, under their signatures respectively, which said writing shall be duly recorded in the books of said society. Approved April 17, 1839.

[No. 77.]

AN ACT to provide for the government and discipline

of the State Prison.

prison.

Section 1. Be it enacted by the Senate and House of Repre- Location of sentatives of the State of Michigan, That there shall be a state prison maintained at Jackson, in the county of Jackson.

Inspectors; their appoint

ment.

To choose

one of their

Sec. 2. That said prison shall be under the direction and government of three inspectors, who shall be appointed by the governor, by and with the advice and consent of the senate, and they shall hold their respective offices for the term of two years, unless sooner removed by the governor.

Sec. 3. That said board of inspectors shall from time to time number pre- choose one of their number to be their president.

sident.

Duty of inspectors.

Deputy and assistant keeper.

Inspectors to inquire into

proper con

&c:

Sec. 4. The inspectors of the prison shall have power and it shall be their duty, from time to time, to examine and enquire into all matters connected with the government, discipline and police of the prison, the punishment and employment of the prisoners confined therein, the moneyed concerns and contracts for work, and the purchases and sales of the articles produced for such prison, or sold on account thereof, and they may from time to time, require reports from the agent or other officers of the prison, in relation to all or any of said matters.

Sec. 5. The agent of the prison shall appoint, with the assent of the inspectors, a deputy and assistant keeper, and such guards as may be necessary.

Sec. 6. It shall be the duty of the board of inspectors to inquire alleged im- into any improper conduct which may be alleged to have been duct of agent, committed by the agent or other officers of the prison, and for that purpose the president of the board, or any justice of the peace, may issue subpoenas or other necessary process to compel the attendance of witnesses and the production of papers and writings before them.

May exam

ine witness on oath.

Agent to

exhibit to inspectors books, ac

Sec. 7. The inspectors may examine any witness who shall appear before them, on oath, to be administered by the president or one of the said inspectors.

Sec. 8. It shall be the duty of the agent and other officers of the prison, to admit the said inspectors, or either of them, into any counts, &c. part of the prison, to exhibit to them or either of them, on demand, all the books, papers, accounts and writings pertaining to the prison, or to the business, discipline, government or management thereof, and to render them any other facility in their power to enable them to discharge their duties.

Inspectors to

keep record of their

proceedings.

Sec. 9. The board of inspectors shall keep a regular record of their proceedings, which shall be signed by them, and kept in the prison.