ments become and such alterations and amendments, when duly drawn up, certi- When amendfied, and signed by the president and secretary of such company, operative. sealed with its corporate seal, and filed in the office of the Secretary of State, shall become operative and have the same effect as are given by law to original articles of association.1 (2498.) SEC. 39. Any company already organized or to be organ- Power to lease. ized under this act, for street railway purposes, may, whenever the same shall be authorized or approved at any lawful meeting by a vote of the holders of a majority of the whole capital stock, lease its railway, stock, and appurtenances for the running and operating the same for any term, not exceeding ten years at any one time: Provided, That notwithstanding such lease, the company Proviso. shall remain subject to all the corporate obligations and liabilities. No street railway shall be open to the use of any person for the running of cars thereon, except under the authority of the owners thereof.1 by steam. may intersect, with other roads (2499.) SEC. 40. The cars on the street railway of any company Cars operated organized under this act may be operated by steam, or by any power other than animal power, whenever the municipal authorities of the city where such railway is situated shall authorize the same.1 (2500.) SEC. 41. Any railway company now or hereafter to be How companies organized under this act, shall have the right to cross, intersect, cross, or join join, and unite its railway with any other railway or railroad now or hereafter.constructed, whether the same be so constructed under this act or under any charter now or hereafter granted, at any point on its route, and upon the grounds of such other railway or railroad company, with the necessary turn-outs, sidings, and switches, and other conveniences, in furtherance of the object of its connections, and to make all such running and business arrangements as said companies may agree upon; and every company, old companies whose railway or railroad shall be intersected by any new railway or railroad, shall unite with the owners of such new railway or railroad in forming such intersections and connections, and grant the facilities aforesaid; and if the two corporations cannot agree Manner of deterupon the amount of compensation to be made for such crossings sation when and connections, or the points or manner thereof, the same shall not agree. be ascertained and determined by commissioners, to be appointed by the court, as is herein before provided for the taking of lands and other property, and to purchase or to take lands, franchises, or 1 Added by Act 188 of the Laws of 1867, p. 256. shall unite with new. mining compen companies can To what corporations this act applicable. other property, as herein before provided, which shall be necessary for the construction of its road.1 (2501.) SEC. 42. All the provisions of this act, as amended, shall be applicable to all corporations now organized under this act, as though specifically named.' Authorizing companies. Proviso. Acknowledg ment of articles. Articles of association. An act to provide for the formation of street railway companies. [Approved March 5, 1867. Laws of 1867, p. 46.] (2502.) SECTION 1. The People of the State of Michigan enact, That street railway companies may be organized under the provisions of this act. (2503.) SEC. 2. Any number of persons, not less than three, desiring to form a corporation for the purpose of constructing, owning, maintaining, or using any street railway in any city, village, or township in this State, may by articles of agreement in writing, associate for that purpose, under any name assumed by them in their articles of association: Provided, That no two companies shall assume the same name. (2504) SEC. 3. Such articles of association shall be signed by the persons associating in the first instance, and acknowledged before some officer authorized by the laws of this State to take acknowledgment of deeds, and shall state First. The name by which the corporation shall be known in the law; Second. Definitely and distinctly the purpose for which the corporation is formed; 1 As added by Act 91 of the Laws of 1871, p. 129. Third. The amount of their capital stock, and the number of the shares thereof; Fourth. The names of the stockholders, their respective residences, and the number of shares held by each; Fifth. The city or village in which the office for the transaction of their business shall be located, and where their business is to be carried on; Sixth. The term of the existence of the corporation, which shall not exceed thirty years; Seventh. The number of the directors of the corporation, and the names of those who shall be directors for the first year. with Secretary etc. fied copy of ar (2505.) SEC. 4. Said articles of association may be filed in the Articles filed office of the Secretary of State; and thereupon all persons who or state. have subscribed the same, and all persons who shall from time to time become stockholders in such company, shall be a body politic Body politic, and corporate, by the name specified in such articles, and by such name shall be capable of suing and being sued in any court of this State, and may have a common seal, and may alter and change the seal. same at pleasure. A copy of any articles of association, filed in Effect of certipursuance of this act, and certified by the Secretary of State to be ticles. a true copy thereof and of the whole of such articles of association, shall be in all courts and places presumptive evidence of the incorporation of such company and of the facts therein stated: Provided, That such articles shall not be filed in the office of the Proviso. Secretary of State, as aforesaid, until stock to the amount of twenty-five thousand dollars has been subscribed thereto, nor until twenty-five per cent of the amount of the stock subscribed, as aforesaid, shall have been actually paid, in cash, to the directors named in such articles, nor until there is annexed thereto an affidavit, made by at least three of the directors named in said articles, that the amount of stock required by this section, to wit: Twentyfive thousand dollars has been subscribed, and that twenty-five per cent on the amount has been actually paid in.' ital stock. (2506.) SEC. 5. The amount of the capital stock in every such Amount of capcorporation shall be fixed and limited by the stockholders in their articles of association, and shall in no case be less than ten thousand dollars, and shall be divided into shares of one hundred dol- How divided. lars each; but the capital stock and the number of the shares when stock and thereof may be increased at any lawful meeting of the stockholders; increased. and whenever any such increase shall be made, a certificate showing Scaled certifthe amount of such increase, signed by the president and the secre- filed. As amended by Act 187 of the Laws of 1869, p. 252, approved April 8, 1869. . shares may bo cate; where Number of directors; term of office. tion. tary of the company, and sealed with its corporate seal, shall be filed in the office of the Secretary of State. (2507.) SEC. 6. The business and property of such company shall be managed and directed by a board of not less than three nor more than seven directors, who, after the first year, shall be elected annually, or one in two years, as the by-laws of said company shall direct, and at such time and place as said by-laws may direct; and Notices of elec public notice shall be given of the time and place of holding such election, not less than twenty days previous thereto, in such manner as the by-laws of such company may direct. The election shall be made by such of the stockholders as shall attend for that purMode of electing pose, either in person or by proxy. In all elections each stockholder shall be entitled to cast as many votes as he shall own shares of stock, and the persons having the greatest number of votes shall be directors. Whenever any vacancy shall happen in the board of directors such vacancy shall be filled for the remainder of their term by the remaining directors. The directors shall hold their offices for one or two years, as said by-laws may direct, and until others are elected in their places; and no person shall be a director unless he is a stockholder in said company; and no stockholder shall vote at any election who has not paid all assessments then due on the stock held by him. directors. Director must be stockholder. Unpaid assess ments prohibits voting. In case an election is not held. Election of officers. Power of pres ors. (2508.) SEC. 7. In case it shall happen that an election for directors shall not be held as provided, the said corporation shall not be, for that reason, dissolved, but such election shall be held on some future day, to be fixed by the directors holding over, upon giving the notice thereof, as in this act provided; and all acts of the directors shall be binding upon such corporation. (2509.) SEC. 8. A majority of the directors shall be a board for the transaction of business, and the acts of a majority of the board shall bind the corporation. (2510.) SEC. 9. The directors shall choose, by ballot, a president, who shall be one of the directors, and they shall also choose a secretary and treasurer, who shall hold their offices during such time as the by-laws of the company shall prescribe, and until others are chosen in their stead; and the directors shall supply any vacancy in the office of president, secretary, or treasurer whenever the same shall occur. (2511.) SEC. 10. The president and directors shall have power to ident and direct- make and prescribe such by-laws, rules, and regulations respecting the transfer of stocks, and the management and control of the property and affairs of such corporation, the time and manner of calling and holding the meetings of the stockholders and directors, the scribed stock. of installments cause of forfeit ure. (2512.) SEC. 11. The directors may require the subscribers to the Payment of subcapital stock of the company to pay the amount by them respectively subscribed, in such manner and in such installments as they may deem proper. If any stockholder shall neglect to pay any Non-payment installment as required by a resolution of the board of directors, the said board shall be authorized to sue for the same, or declare his stock and all previous payments thereon forfeited for the use of the company; but they shall not declare it so forfeited until they shall have caused a notice, in writing, to be served on him personally, or by depositing the same in the postoffice, properly directed to him at the postoffice nearest his usual place of residence, stating that he is required to make such payment at the time and place specified in said notice, and that if he fails to make the same, his stock and all previous payments thereon will be forfeited for the use of the company; which notice shall be served, as aforesaid, at least sixty days previous to the day on which such payment is required to be made. property. received. (2513.) SEC. 12. The shares in the capital stock of any corpora- Shares personal tion formed under this act shall be deemed personal property, and may be transferred as shall be prescribed by the by-laws of said company. The directors of any such company may from time to Subscriptious time receive subscriptions to stock in said company, until the whole amount of the stock of the association shall be subscribed; but no certificates of shares in any such company shall be issued Certificates of until the whole amount of the shares mentioned in such certificate shall have been paid in full to the company. shares issued. construct and (2514.) SEC. 13. Any street railway corporation organized under Authority to the provisions of this act, may, with the consent of the corporate use. authorities of any city or village, given in and by an ordinance or ordinances duly enacted for that purpose, and under such rules, regulations, and conditions as in and by such ordinance or ordinances shall be prescribed, construct, use, maintain, and own a street railway for the transportation of passengers, in and upon the lines of such streets and ways, in said city or village, as shall be |