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CHAPTER CXXV.

SKATING PARKS OR RINKS, AND PARKS KEPT FOR
ORNAMENT, RECREATION, OR AMUSEMENT.

An Act to provide for the formation of joint stock companies for the purpose of owning and maintaining skating parks or rinks, and parks kept for ornament, recreation, or

amusement.1

Corporation; how formed.

[Approved April 5, 1869. Laws of 1869, p. 299.]

(3271.) SECTION 1. The People of the State of Michigan enact. That any number of persons, not less than five, desiring to form a corporation for the purpose of constructing, owning, and maintaining any skating park or rink, or any park or piece of ground enclosed and kept for ornament and recreation or amusement, in any city, village, or township of this State, may, by articles of agreement, in writing, under their hands and seals, associate for that purpose, under a name to be assumed by them in their articles of association: Provided, That no two shall assume the same Further proviso. name: And provided further, That any association or company of individuals, now owning property for the purpose aforesaid, may be incorporated under and by complying with the provisions of

Proviso.

Articles; contents of.

this act.'

(3272.) SEC. 2. Such articles of association shall be signed by the persons associating in the first instance, and be duly acknowledged before some officer of this State authorized by the laws of this State to take acknowledgment of deeds, and shall set forth:

1 As amended by Act 16 of the Laws of 1971, p. 19, approved and took effect February 21,

First. The name by which the corporation shall be known in the law;

Second. Definitely and distinctly the purposes for which the corporation is formed;

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, village, or township in which the office for the transaction of their business shall be located, and where their business is to be carried on: Provided, That such office shall be located within the county where such business is carried on;

Sixth. The term of the existence of such 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;

Eighth. The names of its president, secretary, and treasurer, and their respective places of residence.

articles.

(3273.) SEC. 3. The articles of such association shall be filed in Filing, etc., of the office of the Secretary of State, and a duplicate of said articles shall be filed and recorded at length, in the office of the county clerk in the county where such association is located; and there- when shall be body politic and upon all persons who shall have subscribed the same, and all corporate. persons who shall from time to time become stockholders in such company, shall be a body politic and corporate, by the name specified in such articles, and by such name they and their successors shall have succession, and in their corporate name be capable in law of owning, holding, or purchasing and disposing of, in any manner, any real or personal property or estate whatsoever, not exceeding in value ten thousand dollars, and they shall be capable and liable of suing and being sued in all courts of law and equity

in this State, and may have a common seal, and may alter and May have a scal.. change the same at pleasure.

articles.

(3274.) SEC. 4. A copy of any articles of association, filed and Effect of copy of duly recorded in any county clerk's office in pursuance of this act, and certified by the county clerk under his hand and seal to be a true copy thereof, and the whole of such articles of association, shall be in all courts and places prima facie evidence of the due incorporation of such company, and of the facts therein stated.

tal shall be fixed,

(3275.) SEC. 5. The amount of the capital stock of every such Amount of capicorporation shall be fixed and limited by the stockholders in their etc., by the articles of association, and shall in no case be more than ten thou- etc.

stockholders,

Annual meeting.

Notice of.

Proviso.

Ibid.

Board of directors shall make

stockholders.

sand dollars, and shall be divided into shares of twenty-five dollars each; and such certificates of stock shall be signed by the president and secretary of the company, and sealed with its corporate seal.

(3276.) SEC. 6. Every such corporation shall hold their annual meeting of stockholders on the first Monday of February of each year. Twenty days' notice of the time and place shall be given as hereinafter provided: Provided, That if for any reason it is not held thereon, the corporation for that reason shall not be dissolved, but it may be held pursuant to public notice given by the directors within thirty days thereafter, or by a majority of said directors; said notice to be given at least fifteen days before such meeting, to be published in a daily paper published in the county where their principal office is located, if there is any printed therein: Provided, That if notice is given personally or by mail to each stockholder. addressed to him at his place of residence, as the same appears by the books of the company, no publication shall be necessary.

(3277.) SEC. 7. At each annual meeting such corporation shall annual report to make a report to the stockholders, signed by a majority of the board of directors, verified by the oath of the president and secretary of said corporation, containing—

Contents.

Call for first meeting.

Directors; powers of.

Election of.

First. The amount of capital actually paid in ;

Second. The amount invested in real estate, with a general description of the same;

Third. The amount of personal estate, with a general description thereof;

Fourth. The amount of their debts and credits, as near as may be;

Fifth. A general condensed statement of their business and financial condition;

Sixth. The name of each stockholder and his residence. and the number of shares held by him, as appears by the books of said corporation at the date of such report; and if any person shall knowingly swear or affirm falsely in said report, he shall be deemed guilty of perjury, and punished accordingly.

(3278.) SEC. 8. When any corporation shall be formed under the provisions of this act, any four of those associated may call the first meeting of such corporators, at such time and place as they may appoint, giving notice as is provided in section six of this act.

(3279.) SEC. 9. The stock, property, and affairs of such corporation shall be managed by a board of directors, to consist of not less than five nor more than seven, as their articles of association shall determine, who shall be stockholders of the company, who shall be

tion.

resented in vot

elected annually, and shall hold their office for one year and until Term of office. their successors shall be elected. The election shall be made pur- Notice of elecsuant to notice as herein before provided, by such of the stockholders as shall attend for that purpose, either in person or by proxy. In How stock repall elections, each stockholder shall be entitled to cast one vote for ing. each and every share he shall own of the stock of such company, and the persons having the greatest number of votes shall be directors. Whenever any vacancy shall happen in the board of directors, such Vacancies; how vacancy shall be filled for the remainder of their term by the remaining directors; and no person shall be a director unless he Directors shall shall be a stockholder in said company; and no stockholder shall Stockholders vote at any election, who has not paid all assessments then due paid assessments on stock held by him: Provided, That if any director shall cease Proviso. to own any of the stock of said corporation he shall cease to be a director.

filled.

be stockholders.

who have not

shall not vote.

ty of board.

(3280.) SEC. 10. A majority of the directors shall be a board for Power of majorithe transaction of business, and the acts of a majority of the board shall bind the corporation.

tary, and treas

urer, etc., how

chosen.

(3281.) SEC. 11. The directors shall choose from their number, President, secreby ballot or otherwise, as they shall direct by their by-laws, a president, secretary, and treasurer, who shall have power to appoint or employ such other subordinate officers, agents, or employes as the by-laws of the corporation shall designate, or such as shall be necessary to the proper accomplishment of the purpose of the corporation; and such board of directors shall have power to remove Removals from such president, or other officer of such corporation, or agents, or employes, for cause, and appoint others in their places. Such officers shall be elected annually, and shall hold their office for one year Terms of office. and until their successors shall be elected.

office, etc.

(3282.). SEC. 12. The directors shall have power to make such By-laws. reasonable by-laws, not inconsistent with the laws of the State or of the United States, as they shall deem proper for the management and disposition of the property, affairs, and concerns of the said corporation, for prescribing the powers and duties of the officers and employes of said company, and may alter and amend the same at their will and pleasure.

such

Directors shall cause books to

containing, etc.

(3283.) SEC. 13. It shall be the duty of the directors of any corporation to cause proper books to be kept by the secretary or be kept by secretreasurer, containing the names of all persons who are, or shall try or treasurer, within six years become, subscribers to the capital stock of said corporation, and wherein shall be entered all matters and things pertaining to the affairs and business of said corporation, and just

Proviso.

Stock deemed

Subscriptions nay be received

and true books of account; and the books of said corporation, containing their business and accounts, shall, at all reasonable times, be open for the inspection of any of the stockholders: And provided, That no transfer of the certificate of the stock of such corporation shall be valid, without the name being duly entered, of the person to whom transferred, on the books of the corporation.

(3284.) SEC. 14. The stock of every such corporation shall be personal prop deemed personal property, and may be transferred as shall be prescribed by the by-laws of the corporation. The directors of any such company may, from time to time, receive subscriptions to by directors un stock in said company, until the whole amount of the stock of the association shall be subscribed; but no certificate of shares in When certificate any such company shall be issued until the whole amount of the shares mentioned in such certificate shall have been paid in full to the company.

til whole is sub

scribed.

may be issued.

Payment of subscriptions.

On neglect to pay installment, directors may sue for, or de

clare stock for

feited.

(3285.) SEC. 15. The directors may require the subscribers to the capital 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 or refuse to pay any installment, as required by a resolution of the board of directors, the said board shall be authorized to sue for the same in the name of the corporation, or declare his stock and all previous payments thereon forfeited for the use of the company; Notice to be first 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 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, that his stock. and all previous payments thereon will be forfeited for the use of the company, which notice shall be served, as aforesaid, at leas thirty days previous to the day on which such payment is required to be made.

given.

Liability of stockholders for

corporation.

(3286.) SEC. 16. The stockholders of all corporations formed all labor etc., for under this act shall be jointly, severally, and individually liable for all labor and services performed for such corporation, which said liability, founded on this statute, may be enforced by a suit at law, in an action of assumpsit, at any time after an execution in favor of the plaintiff shall be duly returned unsatisfied in whole or in part, against said corporation: Provided always, That if any or several of said stockholders shall, by any such proceedings, be com pelled to pay any such sum to creditors, he or they may recover

Proviso.

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