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conveyed to one or more persons in trust, for charitable purposes, and the care and management of which institution is entrusted to a board of control consisting of five or more persons, appointed from one or more charitable, religious or fraternal bodies, in pursuance of the provisions contained in the deed conveying the legal title of such institution and land to such trustees, such board of control may become incorporated as a trustee corporation and become subject to the provisions of this chapter.

SEC. 13. Such corporation may receive gifts, bequests and May receive devises of money and other personal property and real estate gifts, etc. for the benefit of the hospital, asylum or home for the care of indigent, aged or infirm persons, or other charitable institution which it has in its charge, and shall have power to sell such real estate and personal property as shall be given to it, and invest the proceeds thereof in the same manner as is provided in this chapter for the investment of gifts and bequests of money to trustee corporations whenever, in the judgment of the proper officers or committee or committees of such corporation, it may be deemed beneficial to such institution.

Subdivision 4.-Trustee Corporations for Certain Religious

Societies.

societies,

trustees.

SEC. 14. When there is organized within this state any Religious presbytery, diocesan convention, diocese, synod, conference, trustee cordistrict or other organization, being an association of con- porations for. gregations or societies, or a quarterly conference of a station, mission, class, congregation, circuit or other organization of a religious denomination, which shall desire to possess corporate powers in order to effectuate the purposes of such organization or to create a corporate board of trustees for any endowment or other property of the denomination represented by such body, such diocese, presbytery, diocesan convention, synod, conference, board of district stewards, or a quarterly conference thereof, may, at a meeting thereof May elect held and conducted according to the rules and regulations of such organization, association or quarterly conference, elect trustees in number not more than nine nor less than three, and also designate the corporate name by which such trustees and their successors in office shall be known. shall be the duty of the officer presiding over such election.to give to such trustees a certificate of their election under his hand and seal, specifying the name by which such trustees and their successors shall thereafter be known. They and Term of their successors shall hold their offices for the term specified in such certificate of election, or until the organization or association first making such election elects others to succeed them. Such trustees, upon receiving certificates of their election, shall file articles with the Secretary of State and the county clerk of a county within whose bounds such elect

It Certificate of election.

office.

When trustees elected.

filled.

ing body is authorized to meet, and shall be subject to the provisions of this act relating to trustee corporations.

SEC. 15. Elections of trustees to fill the places of those whose terms of office expire shall take place at the last regular meeting of such presbytery, synod, conference, diocesan convention or other representative body occurring prior to Vacancies, how the expiration of the term of their predecessors. Vacancies in any such board of trustees caused by death, resignation, removal, declination to serve, or otherwise, may be filled by the appointing body at any regular meeting thereof, or at any special meeting called for that purpose, or for that and other purposes, pursuant to the rules of such body.

May hold,

SEC. 16. Such trustees may, in their corporate name, take etc., property and hold all property, real and personal, devised, bequeathed, transferred or conveyed to them for the use and benefit of the religious denomination by whose representative body they are appointed. In the management and disposition of such property they shall be governed by the terms of any will, deed, or other instrument by which such property shall be given to them, and subject to such terms, by the directions of the body by whom they were elected.

May invest, etc.

Proviso.

Number may incorporate, purpose.

SEC. 17. The said trustees may, in their corporate name, invest and re-invest the property in their hands and under their control as such trustees, collect the rents, issues and profits thereof, and out of the same pay the taxes, repairs, insurance and other expenses incident to the care thereof: Provided, however, That the said trustees shall neither sell, convey, mortgage, nor lease for a longer period than three years, any real estate held by them as such trustees, unless duly authorized to do so by the presbytery, synod, conference, diocesan convention, or other representative body which appointed them. And in every case of sale, conveyance or incumbrance of real estate, said trustee shall cause to be filed in the office of the register of deeds in the county in which such real estate is situated, with the instrument, a copy of the acts of said presbytery, synod, conference, diocesan convention, or other representative body authorizing such sale, conveyance or incumbrance, duly certified by the secretary of said representative body to be a true and complete copy of said proceedings. And such certificate so made. and filed shall be prima facie evidence of the facts therein recited.

Subdivision 5.-Foundations for the Promotion of Public
Welfare.

SEC. 18. Any number of persons, not less than three, may become incorporated as a foundation for the purpose of receiving and maintaining a fund, or funds, and applying the income thereof to promote the preservation and perpetuation of persons and objects of historical and natural interest. Any such foundation shall be authorized to expend its funds and

income from time to time as shall seem expedient to the trustees of such foundation, hereinafter provided, for the purposes of such foundation, which may include the preservation of forests; the establishment and maintenance of museums or parks for the benefit of the people; the collection and preservation of historical documents, data, research and publications; and to extend aid and support to any such objects and purposes, agencies or institutions already established, or which may hereafter be established. Every such How governed. corporation shall be governed by the provisions of this act relating to trustee corporations excepting as in this subdivision otherwise provided.

etc., property.

SEC. 19. The foundations hereby authorized shall have May hold, power to take and hold by bequest, devise, gift, purchase or lease, either absolutely or in trust, for any of its objects and purposes, any property, real, personal or mixed, without limitation as to the amount of value, except such limitations, if any, as the legislature shall hereafter specifically impose; to convey such property and to invest and reinvest the prin cipal thereof and deal with and expend the income of the foundation in such manner as in the judgment of the trustees will best promote its objects.

to be non

mission fees,

etc.

SEC. 20. Every such foundation shall be a non-profit cor- Corporation poration and subject to the provisions of chapter one of part profit. three of this act excepting as herein otherwise provided. All of such property and accumulations thereof shall be held and administered to effectuate the purposes stated in the articles and to serve the general welfare of the people: Provided, Proviso, adThis section shall not prevent such foundations from charg ing an admission fee, or similar charge, to museums, forest reserves, parks and other institutions organized hereunder for the sole purpose of paying the expense of maintenance. SEC. 21. The trustees shall provide in the articles the Members, adterms and the manner in which members may be admitted to foundations established in pursuance of this subdivision. The affairs of such foundation shall be managed by trustees Affairs, how to be elected by the members as provided by the by-laws, but managed. in no case shall the number of trustees be less than three or more than fifteen. Such trustees shall hold their offices for one year, or such other period as the by-laws shall determine and until their successors are elected and qualified.

mittance of.

SEC. 22. Should any corporation organized under this Dissolution. subdivision cease to operate or its fund be diverted from the lawful purposes of its organization, or become unable to usefully serve such purposes, the legislature may by law provide for the winding up of its affairs and for the conservation and disposition of its property, in such way as may best promote and perpetuate the purposes for which such corporation was originally organized.

SEC. 23. The provisions of this chapter shall apply to cor- Chapter proporations heretofore or hereafter formed for the purpose of visions where providing scholarships in the University of Michigan or in

applicable.

any of the publicly maintained schools or colleges of this state; and to corporations formed for the purpose of loaning money or giving other assistance to students at any of said schools, or colleges or said university, but no such corporation heretofore formed shall be required to change or amend its articles or by-laws by reason of anything contained in this chapter, nor shall the rights, powers, privileges, immunities or the mode of doing business of any such existing corporation be deemed to be affected by any provision hereof which may be inconsistent with the provisions of the act under which any such corporation shall have been organized. Every corporation heretofore formed under any law of this state for benevolent or charitable purposes, and having no capital stock, shall be deemed to be a trustee corporation within the meaning of this chapter and shall be subject to the provisions hereof excepting as such provisions may conflict with the articles and by-laws of any such corporation lawfully made and enacted pursuant to the act under which incorporated. But any such corporation may amend its articles and by-laws so as to bring itself in conformity with the provisions hereof.

Educational

corporations,

CHAPTER 2.

Educational Corporations.

Subdivision 1.-General Provisions.

SECTION 1. Corporations for the purpose of founding, eshow governed. tablishing and operating a college, seminary, academy, school, conservatory or other institution of learning shall be governed by the provisions of this chapter in addition to such other provisions of this act as may be applicable to the particular class of corporation so organized.

Capital paid in.

SEC. 2. Every such corporation with the exception of those hereinafter specified in sub-section (c) hereof, before being authorized to file its articles, shall be required to make a showing in its articles that at least fifty per cent of its capital, whether of stock or in gifts, devises, legacies, bequests or other contributions of money or property, has been Classification. paid in or reduced to possession. In respect of such capital such corporations shall be classified as follows:

(a) Those having a capital of not less than one hundred thousand dollars;

(b) Those having a capital of not less than five thousand dollars, and less than one hundred thousand dollars;

The term "capital" as herein used shall be construed to include money or property whether derived from shareholders' stock, or from donors, grantors or others in trust, by deed, will or by other voluntary pledge or contribution, or any or all of such sources;

(c) Those instituted and maintained by any ecclesiastical or religious order, society, corporation or corporations, retaining control of such institution for denominational purposes.

porations, au

SEC. 3. (a) Corporations of class (a) as defined in sec- Class A cortion two of this chapter shall have authority to establish thority of. and conduct general colleges for furnishing higher learning and to confer such degrees and honors as are commonly conferred by other like colleges and universities in the United States; and the term "college" as herein used shall be construed to include any college, university or other institution where the arts, sciences, professions and higher learning are taught and degrees and honors therein conferred. Such colleges may also include preparatory schools as commonly understood;

(b) Corporations of class (b) as defined in section two Class B. hereof, shall have authority to establish and conduct special colleges, seminaries, academies or preparatory schools, but not general colleges or universities, as defined in sub-section (a) hereof;

to embrace.

(c) Corporations of class (c) shall embrace such schools, Class C, what academies, or colleges as have been heretofore founded under act number one hundred thirty-five, Public Acts of eighteen hundred ninety-nine, known thereunder as Ursuline academies; those founded under act number one hundred twentyone, Public Acts of nineteen hundred fifteen, and known thereunder as ecclesiastical seminaries; those founded under act number twenty-eight, Public Acts of 1901, and known thereunder as "Evangelical Lutheran deaf mute institutions"; those founded under act number one hundred thirtyfive of the Public Acts of eighteen hundred sixty-seven, known as industrial and charitable schools; and such other schools, colleges, and institutions of like character and purpose as may be formed hereafter under this act: Provided, Proviso. That any corporation heretofore formed under any law of this state for educational purposes shall have all of the rights, powers, privileges and immunities enjoyed under its act of incorporation and without regard to the classification made in this chapter, and upon complying with the provisions hereof shall have such additional rights, powers, privileges and immunities as are conferred hereunder according to the classifications prescribed in this chapter: Provided further, Further proThat any corporation heretofore formed under act number viso, kinderthree hundred fifty-nine, Public Acts of nineteen hundred tions. thirteen, and known thereunder as "kindergarten institutions," shall hereafter be classified under class (b) of sections two and four of this chapter.

garten institu

SEC. 4. The articles of every such corporation shall clearly Articles, who set forth briefly the educational system of the institution to to set forth. be founded and the character of the degrees, honors, diplomas, or certificates which it proposes to grant. If a college or university, the articles shall state the number and name

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