Acts of the Legislature of the State of Michigan

make needful

shall succeed to all his grantor's rights and privileges in the same, as a member thereof, to the extent of the interest so purchased.1 (2749.) SEC. 5. When the canal or any of its appurtenances Directors may under the control of such association may need to be repaired or repairs. rebuilt, the directors of said association may cause the same to be done at the expense of the owners thereof: Provided, That in all Proviso. cases of permanent improvements of the water-power or appurtenances thereto, as distinguished from repairs, the said directors shall not be authorized to make such improvements or incur any expense concerning the same, unless first authorized by a vote of the members of said association at a regular or annual meeting thereof, or at a meeting to be called for that purpose: And pro- Further proviso. vided further, That the expense of permanent improvements which are not rendered necessary for the actual preservation or protection of said water-power or its appurtenances shall be assessed and collected, in the manner hereinafter provided, only upon the members of such association and such owners of water-power not members as shall have consented thereto previous to the making of such improvement. 1

when directors

authorized.

(2750.) SEC. 6. Whenever the board of directors shall make any Proceedings repairs not authorized at any meeting of said association, it shall make repairs unbe their duty to file with the clerk of said association a statement containing

First. A description of the work done;

What statement

to contain.

Second. The expense thereof;

Third. The amount paid and to whom paid;

assessments to

Fourth. The amount unpaid, if any, and to whom due. (2751.) SEC. 7. For the purpose of defraying the expenses of such How and when repairing, rebuilding, or permanent improvement, and such con- be made. tingent expenses as may be incurred in the discharge of their duties as directors of such association, the said directors may make from time to time, as the work progresses, an assessment upon the owners of such water-power, assessing and apportioning to and upon each owner thereof, such portion of said expenses as the water-power used or owned by such person bears to the whole. water-power furnished by such canal and its appurtenances; and Made on corwhen a water-power afforded by such canal is owned by a firm or corporation, such firm or corporation shall be considered as an

1 As amended by Act 90 of the Laws of 1871, p. 122, approved and took effect April 12,

1871.

2 Vide note to section 4.

porations, etc.,

the same as in

dividuals.

Subscribers to sign articles.

filed.

offices until others are elected, the canal on which the business of said company is intended to be done, and the place within the State where the office of said company shall be kept.

(2746.) SEC. 2. Each subscriber to such articles of association shall subscribe thereto his name and place of residence. The said Articles, where articles of association shall be filed in the office of the Secretary of State, and thereupon the persons who have so subscribed, and all persons who from time to time shall associate with them, shall Body corporate. be a body corporate, by the name specified in such articles, and as such shall be capable of suing and being sued in all courts, and in all manner of actions, and may have a common seal. A copy Copy of articles of any articles of association filed in pursuance of this section, incorporation. with a copy of an affidavit, made by at least two of the directors named therein, setting forth that all prior proceedings of said association had been in strict conformity with all the provisions of this act, indorsed thereon or annexed thereto, and certified by the Secretary of State to be a true copy of the whole of such articles. of association and of such affidavit, shall be in all courts and places presumptive evidence of the incorporation of such company and the facts therein stated.

to be evidence of

Board of directore.

Officers of.

How members constituted.

(2747.) SEC. 3. The business of said company shall be under the management and direction of a board of directors, composed of not less than three nor more than seven, who, after the first year, shall be elected annually, at such time and place, and after such notice of the election, as the by-laws shall prescribe, not less than thirty days previous to said election, and who shall hold their offices until their successors are elected. The said board shall elect from their number a president, and appoint a treasurer, who shall give such bond as the board of directors may require, and a secretary: and in case any vacancy shall occur in said board, the remaining directors may elect any member of said company to fill such vacancy as director for the remainder of the term and until a successor is elected; and in case said annual election of directors, from any cause, shall not be held at the time appointed, it shall be proper to hold the same at any time thereafter, upon giving like notice.

(2748.) SEC. 4. Any person owning any interest in the canal and water-power under the control of such association may become a member thereof at any time by subscribing his name to the articles of association; and any person or persons who shall purchase an interest in said water-power of any member of this association shall become a member of said association without other act, and

make needful

shall succeed to all his grantor's rights and privileges in the same, as a member thereof, to the extent of the interest so purchased. ' (2749.) SEC. 5. When the canal or any of its appurtenances Directors may under the control of such association may need to be repaired or repairs. rebuilt, the directors of said association may cause the same to be done at the expense of the owners thereof: Provided, That in all Proviso. cases of permanent improvements of the water-power or appurtenances thereto, as distinguished from repairs, the said directors shall not be authorized to make such improvements or incur any expense concerning the same, unless first authorized by a vote of the members of said association at a regular or annual meeting thereof, or at a meeting to be called for that purpose: And pro- Further proviso. vided further, That the expense of permanent improvements which are not rendered necessary for the actual preservation or protection of said water-power or its appurtenances shall be assessed and collected, in the manner hereinafter provided, only upon the members of such association and such owners of water-power not members as shall have consented thereto previous to the making of such improvement. 1

when directors

authorized.

First. A description of the work done;

Second. The expense thereof;

What statement

to contain.

Third. The amount paid and to whom paid;

assessments to

Fourth. The amount unpaid, if any, and to whom due. * (2751.) SEC. 7. For the purpose of defraying the expenses of such How and when repairing, rebuilding, or permanent improvement, and such con- be made. tingent expenses as may be incurred in the discharge of their duties as directors of such association, the said directors may make from time to time, as the work progresses, an assessment upon the owners of such water-power, assessing and apportioning to and upon each owner thereof, such portion of said expenses as the water-power used or owned by such person bears to the whole water-power furnished by such canal and its appurtenances; and Made on corwhen a water-power afforded by such canal is owned by a firm or corporation, such firm or corporation shall be considered as an

1 As amended by Act 90 of the Laws of 1871, p. 122, approved and took effect April 12, 1871.

2 Vide note to section 4.

porations, etc.,

the same as in

dividuals.

How collected.

How notice shall

be given to nonresidents.

individual member, and such assessment may be made to and upon such firm or corporation.'

(2752.) SEC. 8. The said assessment shall then be delivered to the treasurer of the association for collection, who shall proceed forthwith and shall demand payment from each person named in said assessment of the amount apportioned to him; and if any such person shall neglect or refuse to pay the amount within five days after such demand, to the treasurer, the same may be sued for and recovered as provided in section eighteen of this act.'

(2753.) SEC. 9. In case any person upon whom an assessment shall have been made, as is herein provided, shall be a non-resident of the county in which said water-power is located, or absent, so that personal demand cannot be made upon him by the treasurer for the payment of such assessment, then in such case the treasurer shall give notice of such assessment by inserting a notice in some daily paper published in the town or city where such canal is located, in each issue, for four successive weeks, if a daily paper be published therein, if not, then in a weekly paper published in the county where said canal is located, once in each week for four successive weeks, specifying the fact of such assessment, and the name or description of the interest so assessed, and the amount of the assessment: Provided, That in case the directors shall so direct, it shall be lawful to include one or more assessments upon the same person or interest in one notice, and by a notice by mail directed to the owner's reputed place of residence; and the publication equivalent to a aforesaid, and the giving of notice by mail as aforesaid, shall be deemed equivalent to a personal demand in the cases specified in this section after the publication and mailing said notices as aforesaid.1

Proviso.

When notice shall be deemed

personal demand

Assessments,

lien upon interest assessed.

(2754.) SEC. 10. All assessments made under the provisions of etc., a mortgage this act shall be and remain a mortgage-lien upon the interest so assessed from and after the completion of the work for which such assessment was made, until paid, together with interest and the cost of publishing notice, if notice shall be published; and said mortgage-lien shall have preference over all incumbrances on said interest from and after the recording of a certificate, as is hereinafter provided, except incumbrances now existing thereon in good faith, and except taxes assessed or to be assessed thereon by any law of this State. '

When to have preference.

Certificate of

secretary relative to assess

ments.

(2755.) SEC. 11. After such mortgage-lien shall have attached to such interest in such canal and water-power, the secretary of

1 Vide note to section 4.

such association shall make a certificate in writing, to be signed by him and countersigned by the president, which certificate shall state

First. The amount of such assessment or assessments;

Second. That the work for which such assessment was made Ibid. has been done;

Third. The time when the same became a lien;

Fourth. A description of the property or interest upon which such assessment was made;

recorded.

Fifth. The amount due thereon, together with the costs made thereon; which certificate shall be verified by the affidavit of such when and how secretary, or some member of the board of directors, and shall be recorded and indexed by the register of deeds of the county in which such water-power is situated, in the books for mortgage, the same as if it were a mortgage given by the owner of the interest so assessed; and such record, or a certified copy thereof, shall be notice and evidence to the same intent, extent, and for the same purpose as a mortgage so recorded.1

collection of

(2756.) SEC. 12. Such mortgage-lien created as aforesaid shall Foreclosure and be in the nature of a mortgage on real estate, and may be fore- such lien. closed and collected the same as a mortgage is now enforced and collected in equity, and shall be subject to all laws of this State in relation to the foreclosure and satisfaction of mortgages in chancery, as near as may be. All suits commenced for the foreclosure, collection, and satisfaction of such mortgage-lien shall be in the corporate name of such association. 1

(2757.) SEC. 13. Suits may be commenced for the forelosure of such mortgage-lien at the expiration of sixty days from the time the certificate shall be recorded, as mentioned in section eleven of this act.1

Ibid.

meetings may be

(2758.) SEC. 14. Meetings of the members of the association How and when may be called by any director, and it shall be the duty of any called. director to call a meeting of the members of said association on the written application of three members thereof. In all cases Notice for speother than the annual or regular meetings, notice of such meeting, cial meetings. and of the time and place thereof, shall be given by personal service thereof, if practicable, otherwise by posting a notice of such meeting on the premises of each member not personally served, in a conspicuous place, at least twenty-four hours before the time of meeting; and proof of the time and manner of such service,

1 Vide note to section 4 of this act.

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Acts of the Legislature of the State of Michigan, Volume 1