such provisions shall be applicable in such case, and not inconsistent with the provisions of this act. This act shall take effect immediately. CHAPTER CXII. LITERARY AND SCIENTIFIC ASSOCIATIONS. An Act to authorize the formation of corporations for literary and scientific purposes. [Approved March 21, 1865. Laws of 1865, p. 725.] corporation. (3155.) SECTION 1. The People of the State of Michigan enact, Powers of All corporations organized and established under the provisions of this act, shall be capable of suing and being sued in any court of this State, and may have a common seal, and alter and amend the same at pleasure; may elect, in such a manner as they shall determine, all necessary officers, may fix their compensation and determine their duties, and make from time to time such by-laws, not inconsistent with the Constitution and laws of this State, as a majority of the members thereof shall direct. (3156.) SEC. 2. Any number of persons, not less than ten, who Incorporated literary and shall, by articles of agreement in writing, associate themselves other societies. together according to the provisions of this act, for literary or scientific purposes, or both, or for missionary or other benevolent purposes, and who shall comply with the provisions of this act, shall, with their successors and assigns, constitute a body politic and corporate, in fact and in name, under any name assumed by them in the articles of agreement: Provided, That no two societies Proviso. shall assume the same name.1 1 As amended by Act 18 of the Laws of 1867, p. 21, approved and took effect February 18, 1967. Articles of association, how executed. Contents. Where file 1. Directors. Executive committee. Powers of corporation. Previso. Election of offcers. (3157.) SEC. 3. The articles of association of every such society shall be signed by the persons associating in the first instance, and acknowledged before some person authorized by the laws of this State to take acknowledgments of deeds, and shall state First. The names of the parties associating in the first instance, and their places of residence; Second. The name of such corporation, and the place where its office for the transaction of business is located, and the period for which it is incorporated, not exceeding thirty years; Third. The objects for which it is organized, which shall be only for the promotion of literary and scientific pursuits. (3158.) SEC. 4. Before any corporation formed under this act shall commence business, the persons associating shall cause their articles of association to be filed with the Secretary of State of this State, and with the county clerk of the county in this State in which the office of said association for the transaction of business shall be located; and a certified copy of such articles, certified by the said officers, shall be presumptive evidence of the facts therein stated, and of the incorporation of such association. (3159.) SEC. 5. The affairs of said corporation shall be managed by not less than five nor more than twenty directors, to be chosen for such period and in such manner as the by-laws of such corporation shall provide, and who shall hold their offices until their successors are chosen; but such board may elect from their number an executive committee, of such number, and with such powers, as the by-laws may provide. (3160.) SEC. 6. Any corporation formed under this act shall possess all the powers usually possessed by corporations, and may take by gift, purchase, devise, or otherwise, and may hold, property, both real and personal, to an amount not exceeding one hundred thousand dollars: Provided, That all property of such association shall be subject to taxation, except such property as shall be exempt under the provisions of subdivision eight of section five of chapter seventeen of the Compiled Laws. (3161.) SEC. 7. The members of every such corporation shall elect, by ballot, from their number, a president, vice president, recording secretary, treasurer, and such other officers as their articles of association, constitution, or by-laws may require, who shall hold their office for a period not exceeding one year, or until a majority of the members of said association shall elect others in Directors to fill their stead. The directors for the time being shall have power to fill any vacancy which may happen in their board by death, vacancies. resignation, or otherwise, for the unexpired portion of the current when election is proper time. (3162.) SEC. 8. If it shall so happen that an election of directors Proceedings shall not take place at the annual meeting, such corporation shall not held at not thereby be dissolved, but the election may be held at any time thereafter, by the proper officer giving thirty days' notice of the time and place of such election, in some newspaper published in the county in which said corporation holds its office for the transaction of business; and if no newspaper be published in said county, then such notice shall be published in some newspaper printed in the county nearest thereto. CHAPTER CXIII. POLYTECHNIC ASSOCIATIONS. An Act to provide for the establishment of polytechnic associations. [Approved April 2, 1869. Laws of 1869, p. 161.] into polytechnic tions may form associations. (3163.) SECTION 1. The People of the State of Michigan enact, Certain corporaThat it shall be lawful for any two or more associations, incorporated either by general or special acts, as mechanics' associations, fireman's associations, or societies or associations for historical, literary, or scientific purposes, and not as money or business corporations, to agree together on such terms as they may adopt, not conflicting with the Constitution and laws of this State, to unite their property and interests, and to form polytechnic associations, as provided in this act, and to retain their separate organizations, 1 As amended by Act 160 of the Laws of 1871, p. 245, approved April 15, 1871. May establish libraries, etc. or merge them entirely in that new association, as may be agreed upon in their articles of association. (3164.) SEC. 2. Such polytechnic associations shall be authorized to establish and maintain libraries, lyceums, lectures, debates, and institutes, or departments, museums, and collections for historical, geographical, mechanical, scientific, literary, and artistic purposes, and such courses of instruction, and other arrangements for instruction and improvement in art, science, and intellectual advancement as may be agreed upon, and may establish premiums, May aid invent- in connection with any such subjects, and may aid inventors in perfecting their inventions, and in obtaining patents; and in case any firemen's or mechanics' associations are authorized to use any of their funds for benevolent purposes, the polytechnic association, into which such firemen's or mechanics' association may enter, may be authorized, by its articles of agreement, to use any of such funds derived from such firemen's or mechanics' associations, for similar purposes. ors. How polytech nic associations may organize. articles. to contain. (3165.) SEC. 3. Such polytechnic associations may be organized as follows: Any of the corporations authorized to unite, as aforesaid, may, at any meeting regularly called for that purpose, or at any annual meeting, vote to agree upon such union upon articles then or previously submitted in writing, and may then or thereWho to execute after appoint one or more persons to execute and acknowledge the same in its behalf, with power to act whenever the other association or associations with which the union is proposed to be made shall, in like manner, have acceded to such articles and authorized their Articles; what execution. Such articles shall set forth the name and location of the polytechnic association to be organized, as well as the names of the various corporations uniting therein, and shall also set forth its plan of organization, and terms of management and membership, with such other special stipulations not inconsistent with this act Shall be signed as may be deemed advisable, and shall be signed and acknowledged in duplicate by the several persons authorized, as aforesaid, who shall append to each original, affidavits of their authority to act in Who to approve the premises, and shall thereupon be submitted for approval to a Judge of the Supreme Court, or to the circuit judge of the circuit in which the association so formed is to be located; and when so apWhere filed and proved, one of such originals shall be filed and recorded in the office of the Secretary of State, and the other of such originals shall be recorded in the office of the clerk of the county in which such Body corporate. association may be located; and thereupon such association shall become a body corporate, and may continue such for thirty years from and acknowl edged, etc. same. recorded. tary of State; the date of such filing. The Secretary of State, or his deputy, shall Duty of Secreindorse upon the other duplicate original, a certificate of such filing effect of indorsement on dupliand record, and the duplicate so certified, or any certified copy of cate article by. the papers on file and recorded in the Secretary of State's office, as aforesaid, shall be evidence, in all courts and places, of the existence of such corporation, and of the terms and conditions of its articles, and their due and lawful execution; and unless otherwise provided in such articles, such association shall, upon its incorporation, become, without further process, vested with the property and subject to the liabilities of the corporations which have been united to form it, and may sue and be sued thereon, in its own name, at law or in equity. corporations (3166.) SEC. 4. Any corporation which might originally have How other been capable in law of entering upon such an association, may at may unite. any time, with the assent of such association, become united therewith, by voting to accept its articles, and appointing some person or persons to sign and acknowledge an agreement to form such union; and such agreement, when signed and acknowledged by the proper agents of both associations, as nearly as may be in the manner provided for the execution of such original articles, and verified by affidavit, and approved by such Judge, shall be filed and recorded in like manner, and shall thenceforth be deemed part and parcel of such original articles, and may be certified in like manner, and have the same force in evidence as if it had originally been a part of such originals; and it shall not be necessary to recite such original articles at length in any such subsequent agreement. (3167.) SEC. 5. Any polytechnic association incorporated under Amendment to this act may, at any meeting called for that purpose, vote to amend articles, its articles: Provided, The effect of such amendments might have Proviso. been lawfully provided for in the original articles; and such amendments, certified under oath or affirmation, by the presiding officers and secretary acting at such meeting, may be recorded in the Secretary of State's office, and shall be regarded, and may be certified, as part of the articles of association: Provided, They shall Ibid. have been approved by such Judge after their adoption and before they are filed as aforesaid. (3168.) SEC. 6. Such polytechnic associations shall be authorized to receive property in any lawful way, but no such property, nor the income thereof, shall be used for any purpose not contemplated by this act; and no title or agreement in favor of or against any such association, shall fail by misnomer, where the real intent Powers and restriction relative to property. |