Proviso.

submitted to

stockholders.

of said two or more corporations into shares in such new corporation, with such other details as they shall deem necessary to perfect such consolidation of said corporations; and such new corporation shall possess all the powers, rights and franchises conferred upon such two or more corporations: Provided, however, That any power, right, franchise, privilege or immunity possessed by either or any of the consolidating companies of a kind which would not be possessed by a company organizing originally under the provisions of this act as now existing or as hereafter amended, shall be utterly lost, annulled and abrogated; and such new corporation shall be subject to all the restrictions and perform all the duties imposed by this act as now existing or as hereafter amended as if it were a corporation originally Agreement to be organized thereunder. Such agreement of the directors shall not be deemed to be the agreement of the said two or more corporations until after it has been submitted to the stockholders of each of said corporations separately at a meeting Notice of meeting thereof, to be called upon a notice by publication at least for concurrence. Once in each week for four successive weeks in one of the daily papers published in the city of Detroit, and some newspaper published in each county in this State through which said roads run, in which a newspaper shall be published; the first publication to be at least sixty days before the time specified for said meeting, and signed by the secretaries of each of said companies proposing to consolidate, stating the purpose and object of said meeting, and has been sanctioned by such stockholders by a vote of a majority in interest of the stockholders, in person or by proxy, each share of capital stock being entitled to one vote; and when such agreement of the directors has been so sanctioned by each of the meetings of the stockholders separately, in the manner above mentioned, then such agreement of the directors shall be deemed to be the agreement of the said two Certified copy to or more corporations. A copy of said contract or consolida

of stockholders

Time of first publication.

Contents of notice.

be evidence of

consolidation,

etc.

Proviso as to bridging or tunneling certain waters.

tion agreement filed in pursuance of this act or of an act entitled "An act to provide for the incorporation of railroad companies," approved February twelfth, one thousand eight hundred and fifty-five, and the acts amendatory thereof, and the acts amending or revising the same, with the Secretary of State, and certified by him to be a copy, shall in all courts and places be presumptive evidence of the consolidation of said two or more companies, and of all the facts therein stated: And provided, That any railroad bridge company, or any railroad tunnel company, which may be organized under this act to bridge or tunnel the Detroit river, or the St. Clair river, or any of the waters in the jurisdiction of this State, shall have a right to consolidate the stock, property and assets of said company with the stock, property and assets of any company organized or to be organized under the laws of this State, or which may be created under the laws of any adjacent State

or country, to construct any such bridge or tunnel therewith, upon such terms, conditions and agreements as may by the said corporations be deemed just and equitable: Provided, Proviso. That every such bridge or tunnel shall be so constructed as Navigation not not to be a material obstruction to navigation.

to be obstructed.

submitted to

filed with Secre

etc., of consoli

SEC. 30. Before the agreement mentioned in the preced- Articles to be ing section twenty-nine shall have any force or effect, and board, etc. before filing a duplicate thereof in the office of the Secretary of State, the articles of consolidation shall be submitted to a board, consisting of the Attorney General, Commissioner of Railroads, and Secretary of State, to be examined by such board, to ascertain whether the proposed consolidation will be in accordance with the constitution and laws of this State, and if found in accordance therewith, said board shall approve the same. Upon such approval by said board a Articles to be duplicate of the articles of agreement shall be filed in the tary of State. office of the Secretary of State; the said two or more corporations mentioned or referred to in this section, shall be merged in the new corporation provided for in such agreeement, to be known by the corporate name therein mentioned, and the details of such agreement shall be carried into effect as provided therein. And all and singular the Power, rights, power, rights and franchises of each and all of such dated corpora two or more corporations, parties to such agreement, of tion, a kind which would be possessed by a company organized under the provisions of this act as now existing or as hereafter amended, and all and singular their rights and interest in and to every species of property and things in action, shall be deemed to be transferred to and vested in such new corporation without any other deed or transfer; and such new corporation shall hold and enjoy the same, together with all the right of way, and all other rights of property, in the same manner and to the same intent, as if said two or more corporations, parties to such agreement, should have continued to retain the title and transact the business of such corporations save as above provided, and the titles and real estate acquired by either of said two or more corporations shall not be deemed to revert or be impaired by means of anything in this act contained: Provided, That all rights of creditors and all liens upon Proviso as to the property of either of said corporations, parties to the said rights of credi agreement, shall be and hereby are preserved unimpaired, and the respective corporations shall continue to exist so far as may be necessary to enforce the same: And provided further, That the debts, liabilities and duties of either company shall thenceforth attach to such new corporation, and be enforced against the same, to the same extent, and in the same manner as if such debts, liabilities and duties had been originally incurred by it.

Approved June 12, 1891.

ors, etc.

Act amended.

To be under

general law, etc.

As to taxation,

Repealing clause.

[No. 123. ]

AN ACT to amend an act entitled "An act to revise the laws providing for the incorporation of railroad companies and to regulate the running and management, and to fix the duties and liabilities of all railroads and other corporations owning and operating any railroad in this State," approved May first, one thousand eight hundred and seventy-three, as subsequently amended, by adding three new sections relative to consolidated roads to stand as sections forty-nine, fifty and fifty-one of article two of said act.

SECTION 1. The People of the State of Michigan enact, That there shall be added to the act entitled "An act to revise the laws providing for the incorporation of railroad companies and to regulate the running and management, and to fix the duties and liabilities of all railroads and other corporations owning or operating any railroad in this State," approved May first, one thousand eight hundred and seventy-three, three new sections to stand as sections fortynine, fifty and fifty-one, of article two, and read as hereinafter set forth:

SEC. 49. Every railroad and railway company operating a railroad in whole or in part in this State which company may have been by means of a consolidation under any general or special law of this State, or by means of a mortgage foreclosure and sale and reorganization, under any general law of this State, is hereby declared to be in all respects subject to the general laws of the State respecting railroads as now existing or as hereafter amended; and any franchise, right, power, privilege, immunity or exemption claimed by any such railroad or railway company of a kind which would not belong to a company organized under the general railroad laws of the State as now existing or as hereafter amended is hereby annulled and abrogated, and every such company shall be subject to all the restrictions and perform all the duties now imposed by the general laws or which may hereafter be imposed upon railroad companies.

SEC. 50. That in case any such railroad or railway company may have been in the past paying a tax different from that imposed upon railroads by the general law, such company may continue to pay such tax or a ratable proportion thereof up to the first day of July, one thousand eight hundred and ninety-two; but thereafter every such company shall pay a tax in the manner and in the amount now provided by the general laws relating to railways.

SEC. 51. That all acts and parts of acts inconsistent with the provisions of this act are hereby repealed. Approved June 12, 1891.

[ No. 124. ]

AN ACT to provide for the incorporation of regiments and companies of the Deutscher Landwehr-UnterstuetzungsVerein.

incorporate.

SECTION 1. The People of the State of Michigan enact, Authority to That the regiment and any companies of the Deutscher Landwehr-Unterstuetzungs-Verein of the State of Michigan may be incorporated in pursuance of the provisions of this

act.

porate.

SEC. 2. Any ten or more persons, citizens of this State, who may incorwho have served in the German army, and are desirous of becoming incorporated, may make and execute articles of association under their hands and seals, which said articles Articles of assoof association shall be acknowledged before some officer of of. this State, having authority to take acknowledgments of deeds and shall set forth:

First, The names of persons associating in the first instance and their places of residence;

Second, The corporate name by which such association shall be known in the law and the place of its business office;

Third, The object and purpose of such association, which shall be to promote the social and benevolent interests of the fraternity known as Regiment Michigan, and its companies organized under it of the Deutscher Landwehr-Unterstuetzungs-Verein, Regiment Michigan, and the period for which it is incorporated, not exceeding thirty years.

ciation, contents

Secretary of

SEC. 3. A copy of said articles of association shall be To be filed with filed with the Secretary of State, and thereupon the persons State, etc. who shall have signed such articles of association, their associates and successors, shall be a body politic and corporate, by the name expressed in such articles of association, and by that name they and their successors shall have succession, and shall be persons in the law capable to purchase, take, receive, hold and enjoy to them and their successors, estates, real and personal, of suing and being sued, and they and their successors may have a common seal which may be changed and altered at their pleasure: Provided, That the value of such real and personal estate shall not exceed the sum of twenty-five thousand dollars, and they may and their successors shall have authority and power to give, grant, sell, lease, mortgage and dispose of said real and personal estate or any part thereof at their will and pleasure, and the proceeds thereof, rents and incomes therefrom, shall be devoted exclusively to the humane and benevolent purposes of the Deutscher Landwehr-Unterstuetzungs-Verein, Regiment Michigan, of the State of Michigan.

SEC. 4. Said corporation shall have full power and author- May make rules, ity to make and establish rules, regulations and by-laws for regulations, etc.

Copy of record to be prima facie evidence.

May institute, etc., subordinate

Proviso,

regulating and governing all the affairs and business of said corporation, according to the laws of this State and the United States, and to designate, elect, or appoint from its [numbers] number such officers under such name and style as shall be in accordance with the constitution of said society. SEC. 5. A copy of the records of such articles of association under the seal of the State, duly certified according to law, shall be received as prima facie evidence in all courts of this State of the existence and due incorporation of such corporation.

SEC. 6. Such corporation, when duly formed, shall have companies, etc. power to institute and charter subordinate companies within this State, and from time to time to make, ordain, institute and establish such constitution, general laws and by-laws, ordinances and regulations as the regiment shall judge proper for the regulation and government of such subordinate companies, not repugnant to the laws of this State: Provided, That the existing subordinate companies, heretofore duly chartered by the regiment, shall be subject to the control of the regiment, under this act as heretofore, and in the same manner and to the same extent as those that may be hereafter instituted and chartered under this Further proviso, act: Provided further, That in case the corporation or persons associating in the first instance shall, by death, resignation or for other causes, under the rules of the regiment become ineligible to act in such capacity, their successors may, from time to time, be appointed by the regiment.

Who may incorporate, etc.

Proviso.

SEC. 7. Any ten or more persons, citizens of this State, being members of subordinate companies of the Deutscher Landwehr-Unterstuetzungs-Verein, having been duly chartered by the regiment, desirous to become incorporated, may make and execute articles of association, specifying as provided in section two of this act, and file a copy of the same with the clerk of the county in which such corporation shall be formed, which shall be recorded by such clerk in a book to be kept in his office for that purpose, and thereupon the persons who shall have signed such articles of association, their associates and successors, shall be a body politic and corporate, by the name expressed in such articles of association, and by that name they and their successors shall have succession, and shall be persons in law capable to purchase, hold, enjoy, grant, sell, give, lease and devise real and personal estate, of suing and being sued, and may have a common seal and change and alter the same at pleasure, and a certified copy of the record of such articles of association under the seal of the county where the said record is kept shall be received as prima facie evidence in all courts of this State of the existence and due incorporation of such corporations: Provided, That such corporation shall be limited to the powers and provisions of section three of this act, regarding real and personal estate and the proceedings thereof under the rules and regulations of