the same in full of the corporation, or may compel the stockholders, jointly or severally, or any number of them, to contribute ratably to reimburse him or them, in an action at law, or in chancery.

contents of,

(3287.) [SEC. 17. All corporations formed under the provisions Annual reports; of this act shall annually, in the month of March, make a report which shall state the amount of capital stock actually paid in, and the amount of money borrowed, if any; which report shall be signed by a majority of the directors, and verified by the oath of the president or secretary, and be filed in the office of the clerk of the county where its articles are filed.]

mons, etc.; on made.

whom may be

(3288.) SEC. 18. Service of any summons, declaration, notice, or service of sumother process or paper, upon any incorporation formed under this act, may be made on the president, secretary, or treasurer, if either are to be found within the county where their articles are filed. If neither of them can be found therein, then such service may be made by posting a true and certified copy thereof in some conspicuous place at the general office of said corporation.

mer law.

(3289.) SEc. 19. Corporations formed under this act shall be sub- subject to forject to the provisions of chapter seventy-three of the Compiled Laws of this State, so far as the same may be applicable, and except

as herein otherwise provided.

SEC. 20. This act shall take immediate effect.

Companies.

Articles of association

Proviso.

An Act to authorize the formation of companies for the detection and apprehension of horse-thieves and other felons, and defining their powers.

[Approved February 15, 1859. Laws of 1859, p. 763.]

(3290.) SECTION 1. The People of the State of Michigan enact. That any number of persons, citizens of said State, not less than ten nor more than one hundred, may and are hereby authorized to form themselves into a company for the purpose of detecting and apprehending horse-thieves and other felons, as hereinafter provided.

(3291.) SEC. 2. Persons desirous of forming such company shall each subscribe articles of association, in which shall be set forth the name said company nray choose, the residence of each member, the number of members, and the length of time for which said company has been formed, which shall not exceed ten years. But such articles of association shall first be laid before the county clerk of the county in which it is proposed to organize such company, as well as the by-laws governing the same, for his approval, in which case said company shall be organized, and not otherwise: Provided nevertheless, The said clerk shall have the right to strike the name of any member from such association, if he deem the public good require it; and it shall be the duty of the secretary or clerk of such association to report, under oath, the name of each and every member of such association, and their respective places of residence, whenever the county clerk shall demand it, under the

and recorded.

penalty of forfeiting their corporate privileges and powers. Said Articles filed articles of association shall be filed and recorded in the office of the recorder of the county in which the majority of the members of said company may reside; and a certified copy of said record shall be received as evidence in any court of the State of the existence of such company, and of membership of any person belonging thereto.

(3292.) SEC. 3. Whenever said articles of association shall be Incorporation. filed as above provided, the said company, under the name and style which they may designate, shall be a body politic and corporate, and by such name may sue and be sued, plead and be impleaded, unto any court of competent jurisdiction in this State, and shall have succession during any time not exceeding ten years, as provided in the second section of this act; may have and use a common seal, and attach [alter] the same at pleasure.

(3293.) SEC. 4. Said corporation may elect or appoint all such officers. officers as they may deem necessary for their organization, who shall severally hold their offices, and perform the duties that may be required of them by such company. Said officers shall serve either for or without compensation, as said company may direct. (3294.) SEC. 5. A majority of said company shall have power to Constitution and adopt a constitution and by-laws for their government, and enforce obedience to the same; which constitution and by-laws shall be consistent with the Constitution of this State and of the United States.

by-laws.

(3295.) SEC. 6. Such number of members shall form a quorum Quorum. to transact business and sit upon their own adjournments, or call meetings, under such regulations as said company may adopt.

(3296.) SEC. 7. Said company may add to their numbers, or Admissions and expel members, under such regulations as they may prescribe; and expulsions. whenever a new member has been admitted, or a member expelled, such fact shall be certified by the proper officer, and recorded with

the original articles of association.

(3297.) SEC. 8. Such company may receivė donations in money Donations. or other property, to be applied to the objects of the organization, and assess taxes or impose fines for the same purpose.

of criminals.

(3298.) SEC. 9. Such company shall have power to call to their Apprehension aid the peace officers of this State, in accordance with law, in the pursuit and apprehension of felons and reclaiming State property; and each and every one of the members of such company, when engaged in arresting offenders against the criminal laws

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; pow. ers 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 corpora tion 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.

Directors shall cause books to

containing, etc.

(3283.) SEC. 13. It shall be the duty of the directors of any such 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 tory on 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