Ib. Ib. Sec. 4. That section twenty-eight of said act be so amended as to read as follows: "The legislature may at any time alter, amend or repeal the charter of said company after thirty years from the passage of this act, by a vote of two-thirds of each branch, or at any time for a violation of said charter." SEC. 5. That the sixteenth section of said act be, and the same is hereby amended by striking out all that part of said section after the word "rates," in the eighth line, down to and including the word "company," in the ninth line, and insert in lieu thereof, the words. "charged on the Michigan Central Rail Road on the first day of January, 1846." SEC. 6. This act shall take effect and be in force from and after its passage. Approved March 17, 1847. Incorpora tion. [No. 88.] AN ACT to incorporate the St. Mary's Canal Company. SECTION 1. Be it enacted by the Senate and House of Representatives of the State of Michigan, That such persons as may hereafter become stockholders therein, shall be, and they are hereby declared to be a body corporate and politic, under the name and style of the St. Mary's Canal Company, for the purpose of opening and constructing a canal navigation, with suitable locks and basins, around the falls of St. Mary's, at the outlet of Lake Superior, within the state of Michigan; and they, with their associates and successors, shall so continue to have succession for the period of fifty years from and after the passage of this act, and by that name are hereby capable in law as natural persons to contract, and be contracted with; to sue and be sued; plead and be impleaded; answer and be answered, and in all courts of law or equity in this state and elsewhere; to make, have and use a common seal, and the same to alter or amend at pleasure. They shall also have power to purchase and hold as much real estate as may be necessary for the site of said canal, roads, buildings, docks, basins, and the proper application of the water arise from the proper that power construction of said canal; and also to borrow money to any amount may not exceeding the capital stock hereinafter mentioned, for the purposes of constructing the canal, locks and basins aforesaid; also, the power to ordain and establish such by-laws, ordinances and regulations as shall be necessary for the well being and government of the concerns of said corporation, not contrary to the constitution and laws of thisstate or of the United States: Providing, That nothing in this act contained shall extend or be construed to authorize the said company to carry on the business of banking, brokerage, or any other business whatever, except such as properly belongs to opening, constructing and maintaining the canal, locks and basins aforesaid. Width and nal. SEC. 2. That the canal to be opened and constructed as aforesaid, shall be no less than one hundred feet in width on the surface of depth of cathe water therein, and eighty feet in width on the bottom, and of a depth sufficient at all times for the passage of vessels drawing ten feet water. The fall in said canal to be overcome by not more than three locks, of equal lift, to be not less than two hundred and fifty feet in length, and sixty feet in width each, and built of stone; the right of way to be taken by the said company for the route of said canal shall not exceed five hundred and fifty feet in width; but nothing in this act contained shall be so construed as to confer on the said company any privileges or franchises which shall in any way conflict with the laws of the United States or of this state. SEC. 3. That the capital stock of said company shall consist of three hundred thousand dollars, with the privilege of increasing the same to four hundred thousand dollars, divided into shares of one hundred dollars each, to be subscribed in the manner hereinaf ter mentioned; but no subscriptions shall be received to the stock of said company by the commissioners hereinafter mentioned, unless the same shall be accompanied by the payment of ten per centum on the amount thereof. Capital ste'k Gov. to appoint three SEC. 4. That three persons, to be named by the governor of this state, shall be constituted commissioners, who, or a majority of them, point shall cause a public advertisement to be made of the time and places of opening books for the subscription of the stock of said company; and books of subscription shall be kept open under the direction of the persons aforesaid, or a majority of them, not less When to advertise meeting. When and where to be held. than thirty days, nor more than ninety days. If, however, at the closing of the subscription, it shall be found that a greater number of shares shall have been taken than the number of three thousand, then, and in that case, the persons aforenamed, or a majority of them, shall proceed to reduce the subscription in an equitable proportion among the subscribers, taking off from the largest subscribers, and not reducing any below ten shares. SEC. 5. That whenever the capital stock of said company shall have been subscribed, the persons aforesaid, or a majority of them,. shall advertise a meeting of the shareholders of said company in the city of Detroit, giving at least sixty days' notice of the time and place of such meeting, and shall thereupon proceed to the election of a president and four directors, who shall be stockholders in said company, and also fix what compensation they shall be entitled to, if any is allowed; and also to ordain and adopt such other permanent by-laws for the organization of said corporation, as they may deem needful; in which meeting, as well as all future meetings or elections, each stockholder shall be entitled to one vote for every share he may hold; but after the first general meeting or election, no person, who is not a citizen of the United States shall vote on any shares in said company, either in person or by proxy. At all subsequent elections, no shares shall be voted on that have not stood in the name of the person claiming to vote, at least three months previous to the day of election. Shares may be voted by proxy duly recorded, and conforming to the foregoing qualifications. SEC. 6. That the president and directors first chosen shall hold their offices until the first Monday of July, one thousand eight hundred and forty-eight, or until others are chosen in their places. On the first Monday of July in each year, the stockholders of said company shall meet at their office, or some place to be designated by the president and directors in the city of Detroit, and then proceed to choose a president and four directors, who shall be stockholders in said company, and resident citizens of the United States, and who shall hold their offices for one year, and until others shall be elected in their places; public notice of such meetings and elections to be given by the clerk or secretary of the company, in some public newspaper, at least sixty days previous to such meeting or election. At the annual meeting, a statement of the affairs of the company shall be made out, and presented to the meeting by the president and directors, and such dividends of the profits declared as they may deem advisable, subject to the limitations hereinafter mentioned. Who to con poration. SEC. 7. That the concerns of said corporation shall be under the control, superintendence and management of the said board of trol sa d cor president and directors, a quorum of which to do busines, shall consist of the president and two directors, or in the temporary absence of the president, of three directors, who may appoint one of their number as president, pro tem. The president and directors may, after they shall have been duly elected as aforesaid, make such assessments on the shares subscribed, and payable at such periods as they may deem proper, with such conditions of forfeiture for non-compliance, not exceeding the amount of the stock delinquent, as they may deem advisable. They may open or renew the subscription for the shares not already subscribed, or dispose of them in any manner they may think proper for the interest of the company: Provided, however, That they shall not sell any stock or shares in said company at less than the par value thereof; and also, that proper notice of the time and place of said subscription or sale is given in one or more public newspapers. SEC. 8. That it shall be the duty of the president and directors Duty of pre directors. to appoint a clerk or secretary, a treasurer, and such other officers sident and or agents as they may think needful for prosecuting the said undertaking, and to allow them such pay or compensation as they may agree on; to make contracts, and do all things necessary for carrying the same into immediate effect; and require and take such bonds or other security, in their corporate name, from any person or persons they may so appoint or contract with. In case of the death, resignation, or vacancy from any other cause, in the said board of president and directors, the remaining members may proceed to appoint a stockholder or stockholders to supply the place or places of the president, director or directors, so vacated for the unexpired term for which he or they were elected. SEC. 9. The said company shall have power and authority to receive, take and hold all such voluntary grants and donations of land Power of company. Damagestor right of way how ascer. paid. and real estate for the purpose of said canal as may or shall be upon agree which said tained and company may wish to construct the said canal and appurtenances, or which said company may wish to use or occupy for the purpose of excavation, or of procuring stone, sand, gravel, earth or other materials to be used in embankments or otherwise, in or about the construction, repair or enjoyment of said canal, locks and appurtenances, or which said company may wish to use or occupy in any manner, or for any purpose or purposes connected with said canal and appurtenances; for the which said company is authorized or empowered by this act to take, have or appropriate any land, and to receive and take grants and conveyances of any and all such lands, and of any or all interests or estate therein, to them and their successors or assigns in fee or otherwise; and in case said company cannot agree with the owners or occupiers of such land as aforesaid, so as to purchase the same by voluntary deed or act of such owners or occupiers thereof, or if the owners or occupiers, or either or any of them be a femme covert, under age, non compos mentis, unknown, or out of the county in which the land or property wanted may lie or be situate, application may be made to the circuit court commissioner, or either of the associate judges of such county in which the lands are situate, or a judge of the supreme court, previous notice of such application having been given to the owner or occupier of the land to be taken, either by personal service of such notice, ten days before making such application, or by public advertisement for three weeks previous to such application, in some newspaper printed in the same county, if there be one, and if there be none so printed in the same county, then such notice to be published in a newspaper printed in an adjoining county, if there be a newspaper printed in an adjoining county, and if there be no paper printed in an adjoining county, such notice to be published in the state paper, if there be one, and if there be none, then in some paper printed in the city of Detroit; such notice to describe the land proposed to be taken by the company, or touching which damages are to be assessed by the section and quarter |