How may be Incorporated.

An Act to Provide for the Incorporation of Institutions of Learning.

(Approved February 9, 1855. Laws of 1855, p. 51.)

(1770.) SECTION 1. The People of the State of Michigan enact, That any number of persons not less than five, may become a Corporation for the purpose of founding and establishing a College, Seminary, Academy, or other Institution of Learning, by complying with the provisions of this act. When stock, legacies, bequests or donations, to the amount of thirty thousand dollars for any such College, or five thousand dollars for any such Seminary, Academy, or other Institution of Learning, so intended to be founded and established, shall be in good faith subscribed or given, and twenty per cent. thereon actually paid in, as herein required, such persons may elect Trustees for such College, Seminary, Academy, or other Articles of As-Institution of Learning; and thereupon said Trustees shall set forth and severally subscribe articles of association, in which shall be set forth the name, character, and object of the Corporation, the amount of capital stock so subscribed, bequeathed,

Bociation, what to

where to be filed.

donated or given, and the amount paid in; the names and place of residence of the Trustees; the length of time they shall continue in office, not to exceed thirty years; the manner in which their successors shall be elected, who shall not be less than five, nor more than thirty-five, and the place where such College or other Institution is to be located. Said articles of association, when subscribed as aforesaid, may be filed in the office of the Secretary of State; but such articles shall not be so filed until there is annexed thereto an affidavit, made by at least three of such Trustees, that the amount of stock required by this section has been in good faith subscribed, and that twenty per cent. thereon has been paid in; and thereupon the persons who have subscribed said articles, with such other persons as may from time to time become donors to such Institution, or if said articles of association so declare, the Trustees elected as herein provided, shall be a Powers of Corpobody corporate and politic, capable of suing and being sued, and may have a common seal, which they may make and alter at pleasure, and be capable in law of receiving by gift, subscription, bequest, will, donation or devise, and of purchasing, holding and conveying any real estate or personal property whatever, for the purpose of founding, establishing and conducting any such College, Seminary, Academy, or other Institution of Learning.

ration.

Articles and affi

evidence.

(1771.) SEC. 2. A copy of any such articles of association, Certified copy of filed in pursuance of this act, with a copy of the affidavit aavit made annexed thereto, and certified by the Secretary of State to be a copy, shall, in all Courts and places, be presumptive evidence of the incorporation of such institution, and of all the facts therein stated.

powers of College

(1772.) SEC. 3. The Trustees of any College or Seminary, Additional incorporated under the provisions of this act, besides the or Seminary Ingeneral powers and privileges of a Corporation, shall have this Act. power:

1. To elect their own chairman or clerk;

2. Upon the death, resignation, or other vacancy in the office of any Trustee, to elect another in his place;

3. To declare vacant the seat of any Trustee who shall absent himself from five successive meetings of the board;

4. To take and hold, by gift, grant, or devise, any real or personal property, the annual income or revenue of which shall not exceed twenty-five thousand dollars;

5. To sell, mortgage, let, or otherwise use such property,

corporated under

Effect of Diploma.

in such manner as they shall deem most conducive to the educational interests of such Corporation;

6. To direct and prescribe the course of study and discipline to be observed in the College, Seminary, or Academy: Provided, That no religious test whatever shall be required of any pupil in such institution;

7. To appoint a President, Professors, Tutors, and such other officers and agents as they may deem necessary, who shall hold their offices during the pleasure of the Trustees;

8. To grant such literary honors as are usually granted by any such College, or similar institutions in the United States, and in testimony thereof to give suitable diplomas, under their seal, and the signatures of such officers of the institution as they may deem expedient: Provided, That the course of study pursued in such College be, in all respects as thorough and comprehensive as is usually pursued in similar institutions in the United States;

9. To ascertain and fix the salaries of the President, Professors, and other officers and agents;

10. And to make all ordinances and by-laws necessary and proper to carry into effect the foregoing powers.

(1773.) SEC. 4. Every diploma granted by such Trustees, shall entitle the possessor to all the immunities which, by usage or statute, are allowed to possessors of similar diplomas granted by any similar institution in the United States. Additional (1774.) SEC. 5. The Trustees of any Academy incorporated tees of Academy under the provisions of this act, besides the general powers under this act.. and privileges of a Corporation, shall have power:

powers of Trus

Incorporated

Corporation sub

1. To take and hold, by gift, grant, subscription, bequest, or devise, any property, personal or real, the annual income or revenue of which shall not exceed four thousand dollars; 2. To sell, mortgage, let, or otherwise use and dispose of such property for the benefit of such Academy;

3. To direct and prescribe the course of study and discipline in such Academy;

4. To appoint a Treasurer, Clerk, Principal, and such other officers and agents as they shall deem necessary, who shall hold their offices during the pleasure of the Trustees;

5. To ascertain and fix the salaries of all the officers of the Academy;

6. To make all ordinances and by-laws necessary to carry into effect the foregoing powers.

(1775.) SEC. 6. Any institution incorporated under the

and Examination.

provisions of this act, shall be always subject to the visitation ject to Visitation and examination of the Superintendent of Public Instruction, and also to a board of visitors [three in number], to be annually appointed by said Superintendent; and said visitors. shall report to said Superintendent as soon after an examination as practicable.

applied.

(1776.) SEC. 7. The Trustees of any institution incorporated Funds, how to be under the provisions of this act, shall apply all funds and property belonging thereto, according to their best judgment, to the promotion of its objects and interests: Provided, That any gift, bequest or donation to such institution for any specific object, shall be faithfully applied to the object specified by such donor.

required to give

port to SuperinInstruction.

(1777.) SEC. 8. The Trustees of any institution incorporated officers may be under the provisions of this act, may require the Treasurer, Bond, etc. and all other officers and agents, before entering upon the duties of their respective offices, to give bonds and securities in such sums as they may deem proper and sufficient. (1778.) SEC. 9. Such Trustees shall be required, on or before Trustees to rethe first day of December, annually, to report to the Superintendent of Public tendent of Public Instruction, a statement of the name of each Trustee, officer, Teacher and student of such institution, with a statement of its property, the amount of stock subscribed, donated and bequeathed, and the amount actually paid in, and such other information as will tend to exhibit its condition and operations. And said Trustees shall be severally and Liability of Trus jointly liable for all the labor performed for the Corporation; performed. but no execution shall issue against any Trustee, till an Sec. 7. execution against the Corporation shall have been returned unsatisfied, in whole or in part; and no such Trustee shall be thus liable, unless suit for the collection of such debt shall have been brought against said Corporation within one year after such debt shall have become due.

tees for labor Const. Art. 15,

Process to be

ration.

(1779.) SEC. 10. Service of legal process on any such Corpo- How Service of ration, may be made on any one of the Trustees thereof, if such made on CorpoTrustee be in the county in which the institution is located; but if not, then by leaving a copy of such process with any officer in the employ thereof, at its principal place of business. (1780.) SEC. 11. Any institution of learning now in existence Existing Institu in this State, whether incorporated or not, shall be entitled to Incorporated all the benefits of this act, by complying with the provisions of this act; and may, by a vote of the majority of such Corporation or unincorporated Company or association, to be taken

tions may become under this Act.

and Liabilities of

ration.

according to the act of incorporation, by-laws, or other legal regulations thereof, determine to avail itself of the provisions of this act, and to take and assume corporate name and powers thereunder, and may, by a like vote, transfer to such CorpoRights, Powers ration, formed under this act, all its property, both real, persona such New Corpo- and mixed; and thereupon said Corporation, to which such property is so transferred, shall take the same in the same manner, to the same extent, and with the like effect as the same was previously owned and held by the Corporation, Company, or association so transferring the same, and may, in its own corporate name, sue for and collect all debts, dues, demands, subscriptions, devises, and bequests thereof. The said Corporation so taking such property as aforesaid, shall take the caine subject to all liens, trusts, and limitations, both legal and equitable, to which the same was subject before such transfer, and shall also be liable for all the debts and obligations of such previous Corporation, Company or association, and shall pay the same to the full extent of the value of such property at the time of so taking the same.

Restriction upon powers of Corporation.

(1781.) SEC. 12. Nothing in this act shall be construed as granting banking powers, or as allowing the business of brokerage, or any other powers not usually granted to, or exercised by institutions for educational purposes. This act shall take effect immediately.

Meeting of Pro

(1782.) SECTION 1. Any seven or more proprietors of a