the stock of such stockholder in said corporation, and upon default of payment said corporation may sell the stock of such indebted stockholder as hereinafter provided, and any such corporation may prescribe by its by-laws the manner of giving the notice required by this section. to be given. SEC. 25. Such corporation may, at any time within six Notice of sale months after it shall have given the notice required by the preceding section to such indebted stockholder of its intention to sell such stock, and the three months notice shall have expired, advertise in one or more newspapers published in said county where such corporation is located, and if there is no newspaper published in said county, then in a newspaper published in an adjoining county, giving at least three weeks' notice of the time and place when and where such stock will be sold, and at the time and place of sale shall state the amount due from such stockholder to such corporation, and then pro- To sell at public auction. ceed to sell for cash at public auction, to the highest bidder therefor, so much of the stock of such indebted stockholder as shall pay in full the indebtedness of such stockholder to such corporation, together with the necessary costs of sale; and if In case prothe sale of the entire stock of such indebted stockholder shall ficient to pay not be sufficient to pay in full the claim of said corporation on said stock, such corporation shall credit the amount received for such stock, less the costs of sale, to said indebted stockholder, and may proceed to collect the remainder of their debt by any proper action for that purpose. ceeds not suf claim. cate to be SEC. 26. Whenever the purchaser of said stock shall have New certificomplied with the conditions of said sale, the corporation shall issued to issue new certificates of stock to such purchaser, or to their purchaser. order, and shall cancel upon the books of the corporation the certificates of such indebted stockholders, and the new certifi cates so issued shall entitle the holders thereof to all the privileges, rights and interests of a stockholder in such corporation. stock. SEC. 27. Whenever any stockholder in any such corpora- In cases of tion shall have made a transfer or assignment of his stock as transfer of security for his indebtedness to a third party, and afterwards shall become a debtor to such corporation, such corporation may sell the equity of redemption of such stock in the same manner as is provided for the sale of stock on which it has a lien, and shall credit the amount received from such sale to such indebted stockholder. Such corporation may require the party holding the transfer or assignment of such stock, to give a statement to the treasurer of such corporation, under oath, of the amount for which said stock was pledged; and if said party shall not give such a statement at or before the time such sale is to take place, he shall forfeit all claim and lien on such stock or any part thereof, and such corporation may sell the same as herein provided. SEC. 28. Nothing contained in the four preceding sections Not to affect shall affect any lien or right acquired by any other party by liens on stock. Stockholders liable for labor liens. Service of process, how made. Taxes, how assessed. Proviso as to capital stock. When property exempt virtue of any attachment or levy of execution upon the stock of any stockholder in any such corporation. SEC. 29. The stockholders of all corporations organized or existing under this act shall be individually liable for all labor performed for such corporations, which said liability may be enforced against any stockholder by action founded on this statute, at any time after an execution shall be returned unsatisfied, in whole or in part, against the corporation, or at any time after an adjudication in bankruptcy against said corporation, and the amount due on such execution shall be prima facie evidence of the amount recoverable, with costs against any such stockholder; and if any stockholder shall be compelled by any such action to pay the debts of any creditor, or any part thereof, he shall have the right to call upon all the responsible stockholders to contribute their equal part of the sum so paid by him as aforesaid, and may sue them, jointly or severally, or any number of them, and recover in such action the amount due from the stockholder or stockholders so sued. SEC. 30. Service of any notice or legal process against any corporation formed or existing under this act may be made on the president, secretary or treasurer, or upon the agent in charge of any business office of such corporation within this State, or if neither of such officers or agent can be found, then such service may be made by posting a true copy thereof in some conspicuous place at the business office of the corpora tion in this State. SEC. 31. All corporations formed or existing under this act shall be liable to be assessed for all real and personal estate held by them in this State. at its true value, and shall pay thereon a tax for township, village, city, county and State pur poses, the same as other real and personal estate, and such tax shall be assessed, collected and paid in the same manner as other taxes on real and personal estate are required to be assessed, collected and paid: Provided, Nothing herein contained shall authorize the taxing of the capital stock of such corporation as such capital stock. SEC 32. That all-articles of machinery, materials for manufrom seizure. facturing, or manufactured articles belonging to any such corporation, shall be free from seizure by execution or distress, for any debts or claims for rents or services, in whose hands soever they may be, except such execution or claim be against such corporation. How may renew corporate existence. SEC. 33. It shall be lawful for any corporation organized or existing under the provisions of this act, whose corporate existence is about to terminate by limitation of law, at its annual meeting next preceding, or at a special meeting called for that purpose, to be held within one year immediately preceding the date of such termination, by a vote of two-thirds of its capital stock, to direct the continuance of its corporate exstence for such further term, not exceeding thirty years, as may be expressed in a resolution for that purpose. Upon the adoption of such resolution by the stockholders, it shall be the duty of the president and secretary to make, sign, and acknowledge articles of association, as in the case of a new corporation, to which shall be appended a copy of such resolu tion verified by the oath of the secretary, which articles of association and copy of resolution shall be recorded, certified, and returned as is provided herein in case of a new corporation, and the record, or a transcript of the record, certified by the Secretary of State of this State under the seal thereof, shall be prima facie evidence of the things therein contained. Upon the expiration of the time limited for the existence of such old corporation, a new corporation shall be deemed to be formed by such articles of association, which shall at once succeed to all the property and rights of action of the old corporation, and shall be liable for all of its debts or other obligations, and the officers of the old corporation shall succeed to like offices in the new corporation, and every stockholder in the old corporation shall be, to a like extent, a stockholder in the new corporation. SEC. 34. To corporations organized or existing under the When certain law to apply. provisions of this act, in the absence of any applicable provision herein contained, the provisions of chapter two hundred thirty of the Compiled Laws of eighteen hundred ninety-seven may be applied. common and stock entitled SEC. 35. Any such company shall have power to create and May issue issue certificates for two kinds of stock, viz.: General or com- preferred mon stock, and preferred stock, which preferred stock shall at stock. no time exceed two-thirds of the actual capital paid in, and shall be subject to redemption at par at a certain time to be fixed by the by-laws of said corporation, and to be expressed in the certificates therefor. And the holder of such preferred Preferred stock shall be entitled to a fixed dividend, payable quarterly, to fixed divihalf-yearly or yearly, which said dividend shall be cumulative, dend. payable at the time expressed in said certificate, not to exceed eight per cent per annum, before any dividend shall be set apart or paid on the common stock. In no event shall the holder of such preferred stock be individually or personally liable for the debts or other liabilities of said corporation, excepting debts for labor. Said corporation shall be controlled by a board of directors elected by the preferred and common stockholders, excepting when otherwise provided in the articles of association or amendments thereto: Provided always, Proviso as to If at any time upon a fair valuation of the assets of the corporation the common stock shall be impaired in an amount paired. equal to ten per cent thereof or any dividend due on the preferred stock shall remain unpaid for sixty days then holders of the preferred stock shall have an equal right with the common stock share and share alike to participate in the election of directors and control of said corporation. If for any reason Payment on said corporation shall cease business or become insolvent then preferred after the payment of all liabilities and debts the remainder of made first. the assets of said corporation shall be applied first in payment in full of all preferred stock and then unpaid dividends due common stock becoming im stock to be May amend articles rela thereon, and the balance divided pro rata, share and share alike among the holders of the common stock. Every corporative to stock. tion organized or existing under the provisions of this act may by a vote of three-fourths in interest of its capital stock amend its articles of association providing for the issue of preferred and common stock, in accordance with this section, in the same manner and with the same effect as is now provided by section seventeen of this act, relating to amending articles of association. Act not applied to cer tions. SEC. 36. This act shall not include nor apply to any of the tain corpora corporations provided for in the following statutes: Chapters one hundred sixty to one hundred sixty-four, both inclusive; chapters one hundred sixty-six to one hundred eighty, both inclusive; chapter one hundred eighty-four, chapters one hundred eighty-six and one hundred eighty-seven, both inclusive; chapters one hundred ninety-three to two hundred twenty-nine, both inclusive, of the Compiled Laws of eighteen hundred ninety-seven, as amended. Applied to certain. not to dissolve corporation. SEC. 37. This act shall include and apply to all the corporations provided for in the following statutes: Chapter one hundred fifty-eight, one hundred eighty-one, one hundred eighty-two, one hundred eighty-three, one hundred eighty-five, one hundred eighty-eight, one hundred ninety, one hundred ninety-one, and one hundred ninety-two of the Compiled Laws of eighteen hundred ninety-seven, as amended, and in addition shall repeal all other acts and parts of acts Repeal of acts inconsistent with the provisions of this act. But the repeal of the foregoing acts shall not dissolve any corporation formed or existing under them, and all corporations of the nature of the corporations authorized to be organized under this act, now organized and existing under said several acts in this section mentioned, or either of them, shall be deemed and taken to be organizations under this act, and all rights, obligations and liabilities contracted, acquired or incurred by any of such last mentioned corporations thereunder, or under the provisions of any law now in force, not inconsistent with the provisons of this act, shall continue of the same force and effect as though such acts or laws had not been repealed; and all such corporations from and after the taking effect of this act, shall be subject to all the provisions hereof, as fully as though such organizations had been perpetual thereunder, and such organizations may continue to carry on the business specified in their articles of association under the provisions of this act as lawfully as if said acts mentioned in this section were not repealed: Provided, That nothing in this act contained shall be construed as in anywise affecting any other corporations whatever, organized under the several above named acts, for purposes other than those mentioned in section one of this act, but as to all such corporations the said several Proviso. acts shall remain in full force. All corporations hereafter This act is ordered to take immediate effect. [No. 233.] AN ACT to amend sections four, eighteen and twenty-one of act number one hundred and thirteen of the Session Laws of eighteen hundred seventy-seven, entitled "An act to revise the laws providing for the incorporation of companies for mining, smelting, and manufacturing iron, copper, silver, mineral coal and other ores or minerals, and to fix the duties and liabilities of such corporations," approved May eleventh, eighteen hundred seventy-seven, being compiler's sections six thousand nine hundred ninety-four, seven thousand and eight and seven thousand and eleven of the Compiled Laws of eighteen hundred ninety-seven. The People of the State of Michigan enact: SECTION 1. Sections four, eighteen and twenty-one of act sections number one hundred and thirteen of the Session Laws of amended. eighteen hundred seventy-seven, entitled "An act to revise the laws providing for the incorporation of companies for mining, smelting, and manufacturing iron, copper, silver, mineral coal and other ores or minerals, and to fix the duties and liabilities of such corporation," approved May eleventh, eighteen hundred seventy-seven, being compiler's sections six thousand nine hundred ninety-four, seven thousand and eight and seven thuosand and eleven of the Compiled Laws of eighteen hundred ninetyseven, are hereby amended so as to read as follows: SEC. 4. The capital stock of any corporation organized or Capital stock. existing under this act shall not be less than ten thousand dollars or more than ten million dollars, and shall be divided into shares of twenty-five dollars each. There shall be a board directors. of directors consisting of not less than three nor more than Board of nine members in each corporation organized or existing under this act, who shall also be stockholders. SEC. 18. The board of directors may call in the subscription Board may to the capital stock of any corporation existing hereunder, by call in subscriptions to installments, in such portion and at such times as said board capital stock. of directors shall think proper. Notice of such calls shall be given in the manner prescribed in the by-laws. The board of directors may specify when such calls shall be due and payable, in the absence of any such provision in the by-laws. In case In case of any stockholder fails to pay any such call or assessment made failure to pay. on his stock, for the space of sixty days after the same is due |