Primary school lands,

[No. 83.]

AN ACT authorizing and requiring the purchase of certain primary school lands for general state public purposes, and making an appropriation therefor.

The People of the State of Michigan enact:

SECTION 1. The Board of State Auditors is hereby authormay purchase, ized and required to purchase and hold, and the Public Domain Commission to sell and convey to said Board of State Auditors, all that certain parcel of land, situate in the city of Lansing, described as the east one-half of block one hundred twenty-four of said city, according to the plat thereof, the same being primary school lands granted under the act of congress, dated June twenty-three, eighteen hundred thirty-six. The consideration for such sale and tranfer shall be the sum of one dollar.

How used.

Appropriation.

SEC. 2. The lands and premises to be so sold and conveyed shall be occupied and used, or the proceeds from the sale thereof, by the state and only for public purposes, and if used to the contrary, the title thereto, herein authorized to be transferred, shall thereupon revert to the Public Domain Commission to be held as primary school lands. The deed to said lands shall be deposited with the Auditor General.

SEC. 3. There is hereby appropriated out of the general fund of the state, not otherwise appropriated, the sum of one dollar, which sum shall, upon the completion of the conveyance herein authorized, be accredited by the State Treasurer to the primary school fund of the state, and such crediting shall constitute and be the payment of the consideration for such conveyance.

Approved April 22, 1921.

[No. 84.]

AN ACT to provide for the organization, regulation and classification of domestic corporations; to prescribe their rights, powers, privileges and immunities; to prescribe the conditions upon which corporations may exercise their franchises; to provide for the inclusion of certain existing corporations within the provisions of this act; to prescribe the terms and conditions upon which foreign corporations may be admitted to carry on business within this state; to prescribe penalties for violations of the provisions of this act; and to repeal certain acts and parts of acts relating to corporations.

The People of the State of Michigan enact:

PART I.

Formation of Corporations.

CHAPTER 1.

Classification and Purposes.

SECTION 1. Any number of persons, not less than three, Number may may incorporate for the purpose of carrying on any lawful incorporate. business for pecuniary gain. Such corporations shall be known as "Corporations for pecuniary profit.”

SEC. 2. Any number of persons, not less than three, may Idem, incorporate for the purpose of carrying out any lawful purpose or object, not involving pecuniary gain or profit for its members or associates. Such corporations shall be known in law as "non-profit corporations."

SEC. 3. Corporations may be formed to carry out the Trustee corterms of any written declaration, deed or testament mak. porations. ing donations, grants, gifts or devises in trust for specific lawful purposes. Such corporations shall be known in law as "trustee corporations," which term may also embrace other corporations as hereinafter provided for in this act.

SEC. 4. Any number of persons, not less than three, may Educational incorporate for the purpose of conducting a school, academy, corporations. college or other institution of learning, where preparatory subjects or the arts, sciences, professions, special occupations and higher learning may be taught. All such corporations shall be known in law as "educational corporations." Nothing herein shall be construed as preventing any such corpora tion from being deemed a corporation for pecuniary profit or a trustee corporation in appropriate cases: Provided, That Proviso. every such corporation shall comply with the provisions of this act made applicable to educational corporations in ad

Proviso.

Second, The section or sections under chapter one, part one hereof, under which the corporation is classified;

Third, The purpose or purposes for which the corporation is formed;

Fourth, The principal place or places at which its operations are to be conducted, and the postoffice address of its main business office in Michigan, and also the place where its main business office without the state of Michigan (if any) is located;

Fifth, (A) If a corporation for pecuniary profit

(a) The amount of total authorized capital stock; the amount of capital stock subscribed, and the classes of stock authorized, with the number, nominal or par value and conditions of each class of such shares; (and the number of shares, if any, of stock of non-par value and other statements respecting such issue as required by chapter two, part two hereof;)

(b) The amount of actual capital, in cash or property or both, which such corporation owned and possessed at the time of executing the articles, and a sworn statement as to such property's cash value, and the amount of stock issued or to be issued in payment for the same;

(B) If any other than a corporation for pecuniary profit— (a) The amount of assets classified as to real and personal property which such corporation possesses;

(b) The terms of any general scheme of financing such corporation;

Sixth, The term of years the corporation is to exist;

Seventh, (a) The names of the stockholders, in stock corporations, their respective residences, and the number of shares subscribed for by each;

(b) The names of the incorporating members, in nonstock corporations, and their respective residences;

Eighth, The names and addresses of the officers and directors chosen by the incorporators to act for the corporation for the first year; or, in case no such officers have been elected, then the name and address of the representative or attorneyin-fact authorized to act for such incorporators, as provided for in section seven of this chapter;

Ninth, Any special statement or statements permitted or required by this act in relation to the primary organization of any particular class of corporation, not included in the foregoing requirements: Provided, That in any case where there are more than three incorporators, either upon the formation, merger, consolidation or renewal of a corporation, or more than three stockholders or subscribers, the subscribers or stockholders or incorporators, as the case may be, may, by suitable resolution adopted at the organization meeting, designate any three among themselves to sign and acknowledge the articles for themselves and for the remainder of such incorporators, subscribers or stockholders,

notices.

SEC. 10. Definitions and Rules of Interpretation. When Publication of ever in this act any notice is required to be inserted in a newspaper published in the county seat or in the township, village or city where the corporation concerned has its office or its principal place of business, and there shall be no such newspaper published therein, then such notice may be inserted in any newspaper having general circulation in such county, or otherwise shall be inserted in some newspaper published in an adjoining county. The term "articles" as Terms defined. used throughout this act shall be construed to mean "articles of incorporation" or "articles of association," which terms shall themselves be construed to be synonymous. The term "directors" shall be deemed to be synonymous with the term "trustees" as applied to the governing body of a corporation. The terms "company," "association" and "Society," shall be deemed to be synonymous to the term "corporation." The term "officer" of a corporation shall be construed to mean an executive officer, and shall not include the directors or trustees excepting as individual directors or trustees shall also be executive officers of such corporation. The term "capital stock" shall be construed as meaning capital stock as provided for in the articles or amendments thereto, and shall not include surplus funds or undivided profits. The terms "main business office," "principal business office," and "principal place of business," shall be deemed to mean the place designated in the articles as the main business office in Michigan. The titles to parts, chapters, and subdivisions throughout this act shall not be construed as limiting the provisions thereunder to the subjectmatter stated in such headings. Should any part, chapter, Saving clause. subdivision, or section in this act be held to be invalid for any reason, such invalidity shall not be held to impair or invalidate the remainder of such part, chapter, subdivision or the act as an entirety, it being the legislative intent that every section, subdivision, chapter or part hereof shall stand, notwithstanding the invalidity of any particular provision or provisions.

CHAPTER 2.

Mode of Incorporating and Requisites to Incorporation.

SECTION 1. With the exception of ecclesiastical corpora- Articles of tions provided for in chapter three, part three hereof, the what to state. articles of incorporation shall in all cases be made on suitable and uniform blanks signed by the persons associating in the first instance and acknowledged before a notary public, and shall state:

First, The name assumed and by which the corporation shall be known in law;

Proviso.

Second, The section or sections under chapter one, part one hereof, under which the corporation is classified;

Third, The purpose or purposes for which the corporation is formed;

Fourth, The principal place or places at which its operations are to be conducted, and the postoffice address of its main business office in Michigan, and also the place where its main business office without the state of Michigan (if any) is located;

Fifth, (A) If a corporation for pecuniary profit

(a) The amount of total authorized capital stock; the amount of capital stock subscribed, and the classes of stock authorized, with the number, nominal or par value and conditions of each class of such shares; (and the number of shares, if any, of stock of non-par value and other statements respecting such issue as required by chapter two, part two hereof;)

(b) The amount of actual capital, in cash or property or both, which such corporation owned and possessed at the time of executing the articles, and a sworn statement as to such property's cash value, and the amount of stock issued or to be issued in payment for the same;

(B) If any other than a corporation for pecuniary profit(a) The amount of assets classified as to real and personal property which such corporation possesses;

(b) The terms of any general scheme of financing such corporation;

Sixth, The term of years the corporation is to exist;

Seventh, (a) The names of the stockholders, in stock corporations, their respective residences, and the number of shares subscribed for by each;

(b) The names of the incorporating members, in nonstock corporations, and their respective residences;

Eighth, The names and addresses of the officers and directors chosen by the incorporators to act for the corporation for the first year; or, in case no such officers have been elected, then the name and address of the representative or attorneyin-fact authorized to act for such incorporators, as provided for in section seven of this chapter;

Ninth, Any special statement or statements permitted or required by this act in relation to the primary organization of any particular class of corporation, not included in the foregoing requirements: Provided, That in any case where there are more than three incorporators, either upon the formation, merger, consolidation or renewal of a corporation, or more than three stockholders or subscribers, the subscribers or stockholders or incorporators, as the case may be, may, by suitable resolution adopted at the organization meeting, designate any three among themselves to sign and acknowledge the articles for themselves and for the remainder of such incorporators, subscribers or stockholders,