euch articles, and shall be divided into shares of twenty-five dollars each. The capital stock may be increased, and the number of Increase of. shares, at any meeting of the stockholders called for that purpose: Provided, That the amount so increased shall not, with the exist- Proviso. ing capital, exceed five hundred thousand dollars.

poration to be

(3192.) SEC. 6. The purposes for which every such corporation objects of corshall be established shall be distinctly and definitely specified in stated in articles. the articles of association; and it shall not be lawful for said corporation to appropriate its funds to any other purpose.

of the corpora

(3193.) SEC. 7. When any corporation shall be formed under this First meeting act, any two of those associated may call the first meeting of the tion. corporation, at such time and place as they may appoint, by giving notice thereof by publishing the same in some newspaper, at least fifteen days before the time appointed for such meeting.

(3194.) SEC. 8. The stock, property, and affairs of such corpora- Directors. tion shall be managed by not less than three nor more than nine

directors, as the articles shall determine, one of whom shall be a

resident of this State. They shall hold their offices one year and Term of office. until their successors shall be duly chosen.

poration.

(3195.) SEC. 9. The directors of every such corporation shall Officers of corchoose one of their number president, and such other officers as their articles of association and by-laws may require, who shall hold their offices one year, or until a majority of the stockholders shall choose others in their stead. The directors for the time being shall have power to fill any vacancy which may happen in their board by death, resignation, or otherwise, for the current year.

stock.

(3196.) SEC. 10. The directors may call in the remaining fifty Directors may call in capital per cent of the subscription to the capital stock of such corporation stock. by installments, in such portion, and at such times and places, as they shall think proper, by giving notice thereof as the by-laws shall prescribe; and in case any stockholder shall neglect or refuse Sale of forfeited payment of any such installment, for the space of sixty days after the same shall have become due and payable, and after he shall have been notified thereof, the stock of such delinquent stockholder may be sold by the directors at public auction, at the office of the secretary of the corporation, giving at least thirty days' notice in some newspaper published in the county: Provided, That if said Proviso. stockholder shall reside in the State, the stock shall be sold at the business office of said corporation, in the county in which they are doing business, giving at least thirty days' notice thereof in some newspaper published in the county. If no newspaper be Publication of published in said county in which such corporation transact their

notice of sale.

Quorum.

Proxy.

Proceedings when election of directors does

not take place at

business, then it shall be published in some newspaper in the city of Detroit, and the proceeds of such sale shall be first applied in payment of the installment called for, and the expenses on the same, and the residue shall be refunded to the owner thereof; and such sale shall entitle the purchaser to all the rights of a stockholder to the extent of the shares so bought.

(3197.) SEC. 11. A majority of the directors of every such corporation, convened according to the by-laws, shall constitute a quorum for the transaction of business; and those holding a majority of the stock, at any meeting of the stockholders, shall be capable of transacting the business of the meeting; and at all meetings of such stockholders, each share shall be entitled to one vote. Stockholders may appear and vote in person, or by proxy duly

filed.

(3198.) SEC. 12. If it shall so happen that an election of directors shall not take place at the annual meeting, such corporation annual meeting shall not be dissolved, but the election may be held at any time thereafter, by giving thirty days' notice of the time and place of such election, in the manner provided in the tenth section.

Books of corporation to be

open.

Annual statement of accounts

Corporation

may hold personal and real estate.

Stock deemed

personal property.

How transferred

have lien on

(3199.) SEC. 13. The books of every such corporation containing the accounts shall, at all reasonable times, be open for the inspec tion of any of the stockholders, and, as often as once in each year, a statement of the accounts of such corporation shall be made by order of the directors, and laid before the stockholders.

(3200.) SEC. 14. Every such corporation shall have power under their corporate name to acquire and hold all such personal estate as shall be necessary and convenient for the purposes of its organization, and such real estate as shall be required for a proper and convenient building for the purposes aforesaid, not exceeding one hundred feet in front, in any incorporated city, and may lease to others any portion of said building not needed for its own use.

(3201.) SEC. 15. The stock of every such corporation shall be deemed personal property, and shall be transferred only on the books of such company, in such form as the directors shall preCorporation to scribe; and such corporation shall at all times have a lien upon the stock or property of its members invested therein, for all the debts due from them to such corporation, which may be enforced by advertisement and sale, in the manner herein provided for selling delinquent stock, and all purchasers at such sale shall be entitled to the rights of stockholders.

stock.

Distribution of

works of art.

(3202.) SEC. 16. Such corporation shall provide in its by-laws for the mode of distribution of the works of art amongst the sub

scribers and purchasers of right therein, and a printed copy of such by-laws shall be exhibited in a conspicuous place in the exhibition room of such association.

individually

(3203.) SEC. 17. The stockholders of all corporations founded Stockholders upon this act shall be individually liable for all labor performed liable for such corporation or association, which said liability may be enforced against any stockholders by action founded on this statute, at any time after an execution shall be returned not satisfied against said company: Provided always, That if any stockholder Proviso. 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 stockholders to contribute their part of the sum so paid by him as aforesaid, and may sue them jointly or severally, or any member of them, and recover in such action the ratable amount due from the person or persons so sued.

liable to taxa

(3204.) SEC. 18. All corporations formed under the provisions of Corporation this act shall be liable to assessment and taxation upon their real tion. estate and personal property.

against corpora

(3205.) SEC. 19. Service of any legal process against any corpo- Legal process ration formed under this act may be made on the president, secre- tion, how served tary, or agent, or if neither of them can be found in the county in which, by their articles of association, they are to do their business, then such service may be made by posting a true copy thereof on some conspicuous place at the business office in [of] the company, in said county.

ration becomes

rectors liable.

(3206.) SEC. 20. If any such corporation, organized and estab- When incorpolished under this act, shall willfully violate any of its provisions, insolvent, diand shall thereby become insolvent, the directors ordering or assenting to such violation shall jointly and severally be liable, in an action founded on this statute, for all debts contracted after such violation.

rescind powers

(3207.) SEC. 21. The Legislature may at any time, for just cause, Legislature may rescind the powers of any corporation created pursuant to the pro- of corporation. visions of this act, and prescribe such mode as may be necessary or expedient for the settlement of its affairs.

visions of for

(3208.) SEC. 22. That this act shall be subject to the provisions Subject to proof chapter fifty-five, title ten, of the Revised Statutes of eighteen mer act. hundred and forty-six, so far as applicable to companies formed under this act.1

1 See chapter 130 of this compilation.

CHAPTER CXVII.

MUSICAL SOCIETIES.

Corporations may be organ

tion in music.

An Act for the incorporation of musical societies.

[Approved February 16, 1857. Laws of 1857, p. 354.]

(3209.) SECTION 1. The People of the State of Michigan enact, ized for instruc- That corporations may be organized under the provisions of this act, for the instruction of vocal and instrumental music, and the giving of public vocal and instrumental concerts, subject to the provisions hereinafter set forth.

Articles of agree

(3210.) SEC. 2. That any five or more persons, who may desire to cuted; where to become incorporated for the purpose set forth in section one, may

ment, how exe

be filled and re

corded.

What articles to contain.

execute under their hands, and acknowledge before some person within this State authorized to take the acknowledgment of deeds, one or more duplicate articles of agreement as hereinafter specified, one copy whereof shall be filed and recorded in the office of the Secretary of State, and a record shall be made of such articles, or a certified copy thereof, in the clerk's office of the county or counties in this State in which the office of said association, for the transaction of business, may be located; and upon the execution and acknowledgment of such articles, the signers thereof, and those who may thereafter become associated with them, shall become a body politic and corporate, for the purposes set forth in such articles.

(3211.) SEC. 3. The articles of such association shall contain: First. The names of the persons 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 stated with convenient certainty and expressly;

Fourth. The number of its directors and regular officers, and the

time and place for holding its annual meeting;

chosen.

Fifth. The terms and conditions of membership therein; (3212.) SEC. 4. The officers [affairs] of said corporation shall be Directors; how managed by not less than five or 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. The officers may, be chosen, and the Powers of diby-laws of such corporation adopted and changed, by the directors, as the articles or by-laws may prescribe. A majority of the directors shall be a quorum to transact business. All of such directors shall be residents of the State of Michigan.

rectors.

power to hold

(3213.) SEC. 5. No such corporation shall have power to take or Restriction on hold any real estate, except such as may be necessary for the trans- real estate. action of its business, for a longer period than thirty years.

used and prop

(3214.) SEC. 6. All the funds received by such corporation shall How funds to be be used in the first instance, or shall be invested, and the income erty invested. thereof used, after paying necessary expenses, for the exclusive purpose set forth in the articles of association; and no portion thereof shall be used for any such purpose, except within the State; and no portion of the funds of any such incorporation shall be used or contributed towards the erection, completion, or furnishing

property corpo

of any building not owned or used by said corporation. Such cor- Limitation as to poration may take by gift, purchase, or devise, property (exclusive ration may hold. of that actually used and necessary for the transaction of its business) to an amount not exceeding fifty thousand dollars; and it shall be lawful to invest the same upon mortgage, or in or by loan on railroad stocks or bonds, or any city, county, or government securities, or deposit it at some bank, or with any broker in this State: Provided, That any such corporation may, in its articles of Proviso. agreement, specify the kind of securities in which its funds shall be invested; and that no part of its funds shall be invested in any securities other than those named in its articles, or where the securities shall not be specified in the articles of agreement, then such funds shall only be invested in such securities as are specified in this act.