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any such county treasurer neglect or refuse so to account, or should any late or former county treasurer, so neglect or refuse to account and pay over any part of such tax, by him received, it shall be competent for such county commissioners, to cause suit to be instituted against him, his sureties or either of them, on his or their bond or bonds, given by such late or former treasurer,

to or for the benefit of the state. Which suit or suits shall be for aid the use of such county respectively. And furthermore, all such

state taxes remaining unpaid, but charged upon real estate, shall be collected for the use of such counties respectively, according to the provisions of the law, as the same existed at the time when such taxes were by law payable, as nearly as may be.

Sec. 20. This act shall take effect and be in force, from and after the passing and approval thereof.

Approved April 19, 1839.

All unpaid state tax upon real estate go to county.

Commissioners.

Books to be opened for subscription.

[No. 96.]. An Act to incorporate the Dexter Branch Canal

Company. Commission Section 1. Be it enacted by the Senate and House of Representa

tives of the State of Michigan, That Samuel W. Dexter, Asa Williams, Nathaniel Noble, Alanson Crossman, Cyrel Nichols and Nelson H. Wing, be and they are hereby appointed commissioners, and under the direction of a majority of whom, subscrip

tions may be received to the capital stock of the company hereby Books to be incorporated. The said commissioners shall cause books to be

opened at the village of Dexter, in the county of Washtenaw, and at such other place or places as a majority of said commissioners may direct, for the space of three days, for the purpose of receiving subscriptions to the capital stock of said company; first giving thirty days' notice in one or more of the weekly newspapers published in this state, of the time and place, or places, where said books will be opened to receive subscriptions..

Sec. 2, The capital stock shall be fifty thousand dollars, in shares of fifty dollars each, and as soon as one half of said stock shall be subscribed, the said commissioners shall call a meeting of the subscribers, at such time and place as they may appoint, by publishing the same in the manner prescribed in the first section

Capital; election of directors.

directors to

each share of stock entitle to a vote.

ate.

of this act; and at such meeting, the commissioners shall lay the books of subscription before the subscribers then present, and thereupon the stockholders may elect five directors by ballot, a majority of whom shall be competent to manage the affairs of said company, who shall, respectively, hold their offices for one year, and until their successors are elected and qualified in their places; and the said directors are hereby authorized and required Piresi at their first meeting, or as soon thereafter as may be, to elect be chorenia one of their number president of said board, and before they enter upon the duties of their offices as president and directors, they shall severally take and subscribe the oath provided in the constitution of this state, before some officer authorized to administer oaths; and on all occasions when a vote of the stockholders is to be given, each share of stock shall entitle the owner thereof to one vote, either by himself in person, or by proxy.

Sec. 3. The said company shall be organized according to the Body corporforegoing provisions; they shall be and thereby are created a body corporate, by the name of the Dexter branch canal company, with perpetual succession, and as such corporation are hereby declared capable in law of suing and being sued, answering and being answered unto, pleading and being impleaded, defending and being defended, in all courts and places whatever, and in all manner of actions, suits, complaints, matters and causes, and by their corporate name shall be capable in law of purchasing, holding, selling, leasing and conveying estate, either real, or personal, or mixed, so far as the same may be necessary for the purposes of carrying into effect or operation the privileges herein granted to this corporation, and may have a common seal, and change the same whenever the stockholders owning a majority of the stock, at any regular meeting, shall direct the same.

Sec. 4. Every person subscribing to the capital stock of the Stock, when corporation, shall, as soon as the officers of said corporation are to elected and qualified, pay to the president and directors of said corporation, the sum of five dollars on each and every share of stock subscribed, and the balance that remains due on said shares shall be paid in such instalments and at such times as the directors for the time being may require: Provided, That no instalment shall exceed ten dollars on each share of said stock; and whenever the payment of any instalment is required, previous notice shall be given, by advertising the same in a newspaper printed in

to be paid.

al property.

When first election of directors to take place; vacancy.

the county where said canal is situated, for at least thirty days Stock person- previous to the payment thereof. The shares of the capital stock

of said corporation shall be considered personal property, and transferable in such manner as shall be prescribed in the by-laws of said corporation ; and whenever any stockholder shall neglect or refuse to comply with any call or demand for the payment of any instalment, for the term of sixty days after such call or de. mand, he or she shall forfeit to the said corporation all such shares of the stock, and the previous payments made thereon.

Sec. 5. And for the purpose of perpetuating this corporation, the first election of directors shall be on the first Tuesday in September next, and annually thereafter, by giving the like notice of said election as is required to be given in the first section of this act. And if any vacancies shall occur by death, resignation or otherwise, of any president or director, before the expiration of the year for which he was elected, such vacancy, for the remainder of the year, may be filled by the directors of said company or a majority of them. All elections which are by this [act,] or by the by-laws of this corporation, to be made on any particular day, if not made on such day may be made on any day thereafter, by giving the notice required for the first election ; and at the first election authorized by this act, the coinmissioners authorized to call such election, or a majority of those present, shall preside, and determine by the greatest number of votes given, who are elected directors of said corporation, and at every other election after the first, the president and directors of said corporation, or a majority of

those present, shall preside, and determine the result as aforesaid. Corporation Sec. 6. The corporation hereby created shall have powers, and canal from are hereby authorized, as soon as the funds are provided according

to the foregoing provisions of this act, and within six years from its passage, to construct, make and finish a canal of sufficient width and depth to admit the passage of such boats or other craft through said canal as are commonly used and employed in the carrying trade, and also to make such locks and guards in and around said canal as shall render the occupation safe and easy for boats or any other craft that may be used thereon. Said canal shall commence at the village of Dexter, in the county of Washtenaw, and extend to the Clinton and Kalamazoo canal, in the county of Livingston, by the following route; commencing at the village of Dexter, fron thence up the valley of the Huron

Dexter to intersect Clinton and Kalamazoo caval in Livingston county.

houses and

ings.

river, or as near the valley as practicable, to the peninsula between Portage and Bass lakes, from thence to the northwest side of Bass lake, from there up the valley of the outlet of Crooked lake, on the most approved and direct route, where it will intersect the line of the Clinton and Kalamazoo canal : And provided further,

That it shall and may be optional with this corporation, that in place of the aforesaid canal, they may use the bed of the Huron river, commencing at the village of Dexter aforesaid, and from thence to improve the same by excavation and by dams and locks and other improvements, so as to make a safe and easy slackwater navigation for boats and other craft up said river to the lakes before described, and also to improve and use the lakes before described, as a part of said navigable communication, and from said lakes by the aforesaid canal route to where the same intersects the line of the Clinton and Kalamazoo canal, and the same shall be made and finished in the time limited for the completion of the aforesaid canal...

Sec. 7. The corporation shall have power to erect piers, Piers, warewharves, warehouses and other necessary buildings and improve other buildments in and about said canal, for all the purposes of storage or forwarding of any articles of business or trade that may be carried on by the use of said canal or navigable communication, and also to repair and protect from year to year, and as often as necessary, such water communication or improvements; but no part of this act shall be construed to authorize this corporation to occupy or use the land or any other property of any individual or individuals, or company, without first obtaining their consent for the same,

Sec. 8. The directors shall have authority to make such by- By-lawe. laws, rules, orders and regulations, not inconsistent with the constitution and laws of this state or of the United States, as may be necessary for the management of the affairs of this corporation ; also to appoint and supply such agents, clerks, superintendents and workmen as shall be necessary to execute the same. A majority of the directors shall be a quorum, to transact the busi. Majority of ness of said corporation, and all acts of said majority, as directors, quorum. shall be binding on the corporation.

Sec. 9. It shall be the duty of the president and directors of Tolls. this corporation to provide the necessary accommodations and convenience for the passage of boats, and they are hereby required at all times to allow the passage of all boats or other water craft,

directors

account of

transfers

wompany, anu le nu

and expenditures, &c.

through said canal, or navigable communication, upon the demand of any person, on the payment of such toll or duty as may be prescribed by the president and directors of this corporation. The toll or duty prescribed by the president and directors of this corporation, shall and may be at all times regulated by the legis

lature of this state. To keep an Sec. 10. It shall be the duty of the president and directors of shares of this corporation to provide suitable books, and cause to be inserted transfers and therein a regular account of all the shares of stock belonging to of receipts - the company, and the number of shares owned by each stock

holder, and all the payments made by each person thereon, and if sold or transferred, the time when and to whom, and also to make and keep a record of all elections, votes and orders made by said company; and also all votes, orders, rules, regulations and by-laws made by the president and directors for the government and regulation of the business of this corporation, and also to keep a regular account of all receipts and expenditures, and for what received, and how expended, and also to make, declare and pay to the stockholders such dividend on the stock owned by each person as the directors may think proper, of the profits arising from the business of such corporation, after deducting the

necessary expenses. Special meet- Sec. 11. The president and directors may call special meetings

of the stockholders of said corporation, when in their opinion the interests of the company require such meeting, by giving the notice required for an annual meeting ; and any number of stockholders not owning less than one eighth of the capital stock of said corporation, may call a meeting of the stockholders of said company, by giving the notice aforesaid ; and at all regular meetings, either annual or special, on the application of any stockholder, the president and directors then in office, shall, and are hereby required to exhibit, by the books of said corporation or otherwise, a clear and distinct statement of the affairs of said company, and at any special meeting as aforesaid, the stockhold. ers owning two thirds of the capital stock of said company, may remove any president or directors of said company, and elect others to fill their place of places; and at any regular meeting, the stockholders may vote to pay the directors of said corporation such sum for their services during the year as a majority of the company shall determine.

Special meetings of stockholders; statement of affairs of company.

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