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two-thirds of all the aldermen elected, to authorize the board of Reward for
Sec. 15. This act shall take immediate effect.
[ No. 137. ] AN ACT to provide for the formation of companies to construct
canals or harbors, and improve the same. SECTION 1. The People of the State of Michigan enact, That any number of persons, not less than five, may be formed into a cor-Corporati'ns poration for the purpose of constructing a canal or harbor, or for med. improving any stream in this State, so as to make the same navigable, by complying with the following requirements: Notice shall be given in at least one newspaper printed in each Notice of to county where the said canal or improvement is proposed to be constructed, at least two weeks, of the time and place or places where books for subscribing to the stock of such company will be opened; if there be no newspaper printed in such county, then it shall be printed in some newspaper in an adjoining county, if any, or if none, then it shall be printed in some newspaper in the city of Detroit; and when stock to the amount of one thousand dollars per mile of such canal or in provement, so intended to be built, shall be subscribed, and five per cent. paid thereon, then the said subscribers, upon due and Directors, proper notice, may elect directors for the said corporation; and ed. thereupon they shall severally subscribe articles of association, Articles of
association, in which shall be set forth the name of said company, the num- what to set ber of years the same is to be continued, the amount of capital stock, the number of shares of said stock, the number of direc
th names of those elected to hold their offices for the first year, the place from and to which the said canal or improve
Stockhold'rs to subscribe articles
ment is to be constructed, and the length thereof, as near as may be.
Sec. 2. Each subscriber to such articles of association, shall subscribe thereto his name and place of residence, and the number of shares of the stock taken by him. The said articles Articles fil'd shall be filed in the office of the Secretary of State; and thereupon the persons who have so subscribed, and all persons who shall from time to time become stockholders in said company, Body corpo- by assignment or otherwise, shall be a body corporate, by the name specified in such articles, and as such, shall be capable of suing and being sued in all courts, purchasing and acquiring all property necessary to be used in the construction and keeping in repair of said canal, harbor, or improvement, or any works necessary for the same, and may, by such by-laws as shall be adopted by said company, prescribe the manner of calling and conducting the meetings of the stockholders, and Privileges shall possess the powers and privileges, and be subject to the provisions contained in chapter fifty-five of the revised statutes of one thousand eight hundred and forty-six, so far as the same shall be applicable and not inconsistent with the provisions of this act, and shall also have power to issue bonds to the amount of one-half the capital paid in, bearing such rate of interest as shall be directed by the board of directors: Provided, That no such bond shall be issued for a less sum than one hundred dollars, nor sold at less than the face thereof, without a vote of the stockholders authorizing the same.
May issue bonds.
Conditions precedent to
Sec. 3. Such articles of association shall not be filed in the aling arti- office of the Secretary of State until five per cent. of the capital subscribed shall have been paid to the directors named in the articles, nor until there is endorsed on said articles, or annexed thereto, an affidavit of three of the directors, that the amount of capital stock required by the first section has been Stockhold's subscribed, and five per cent. paid, and no stockholder shall be unless dues entitled to vote on any question which shall come before a meeting of the stockholders, unless all assessments due on stock standing in his name shall have been paid.
not to vote
ticles to be
Sec. 4 A copy of said articles, filed in pursuance of this act, Certiced as. certified by the Secretary of State to be a true copy, and of the evidence. whole thereof, shall be, in all courts and places, presumptive evidence of the incorporation of such company, and of the facts therein stated.
Sec. 5. The business and property of such company shall be Board of dmanaged by a board of not less than three nor more than seven directors, who, after the first year, shall be elected annually, at such time and place as the by-laws direct; and public notice Notice of shall be given of such election, not less than twenty days previous thereto, in such manner as shall be prescribed by the by-laws; the election shall be made by such stockholders as shall attend for that purpose, in person or by proxy. Each share shall be entitled to one vote, and the persons receiving Each share the greatest number of votes shall be declared elected. All rote. vacancies in the board shall be filled by the remaining directors Vacancies. until another election. In case the election of directors is not held on the day fixed by the by-laws, it may be held on any day thereafter fixed by the board, on giving the same notice of the time and place as in case of an annual election.
Sec. 6. A majority of the directors shall be a board for the Presi?ent transaction of business; at the first meeting after their election, they may elect one of their number president, and appoint such other officers as the articles of association or by-laws require.
Sec. 7. The president and directors shall have power to make Transfer of: and prescribe such rules and regulations, respecting the transfer of the stock, either before its full payment or thereafter, and for the general management of the affairs of said association as they may deem proper, not inconsistent with the laws of this State, and shall have power to appoint and employ officers, Clorks,
agents, &e. clerks, agents and servants, for conducting and carrying on the business of said corporation, and fix the salaries or compensation to be paid to them It shall be the duty of the said Anoua) ro-president and directors, to make, under the oath of some one of them, an annual report, on the first day of January in each year, showing:
and other officers.
Exploring and locating routes.
First. The capital stock, and the amount actually paid in;
Third. The amounts received from tolls, and from all other sources;
Fourth. The number and amount of dividends, and how paid; Fifth. The number of men employed, and their occupation. Sec. 8. It shall be lawful for such company, their officers, engineers and agents, to enter upon any lands for the purpose of exploring, surveying and locating the route of any such canal, harbor, or the improvement of any such river or stream, Damages to doing thereto no unnecessary damage, and paying any damage Not to locate which may accrue; but said company shall not locate any such orchaids&c. canal through any orchard over one year old, or garden, without the consent of the owner, nor through any building, or fixtures, or any yard or inclosures necessary for the use or enjoyWhen route ment thereof, without the like consent; and when the said route company or improvement shall be established by the said company, it upon lands. shall be lawful for them, their officers and servants, to enter
upon, take possession of, and use such lands, to the width of two hundred feet, as said company may have purchased or obtained from the owners and occupants the right to use, and also to take and use any other lands which may be necessary for the construction of said canal, or the improvement of the navigation of such river, or the erection of any locks, gates, Damages as toll-houses or other fixtures, the necessity of such taking, and the damages to be paid therefor being first ascertained, and such damages paid as hereinafter provided: Provided, That in the improvement of any harbors, such company shall not destroy, affect, or impair the navigation of any natural stream, landing or water-course, without the consent of the owners To give bond thereof; nor shall any change be made of an existing entrance tion of har to any harbor, until said company shall execute and file with the Secretary of State, a bond, running to the people of the State of Michigan, with sufficient sureties, to be approved by the Governor, guaranteeing to the public a channel not less than one hundred and fifty feet in width, and a depth of water
therein, at all seasons of the year, of at least eight feet throughout the whole length and breadth of said new entrance, channel and harbor, and to be so completed within eighteen months from the commencement of operations thereon. In case of the If barbor is failure, on the part of such corporation, to make and com- p'etes, the plete such specified entrance, channel and harbor, within the liable. time limited, then said company shall immediately and entirely close up such new channel, restore the old, and pay to the person or persons injured by a change of the old or existing chan. nels, all damages they may have sustained thereby; and said corporation shall be fully liable and responsible therefor, and such obligation shall continue and be in force, compelling said corporation to maintain thereafter said improved channel, upon the conditions and liabilities as herein before provided. Any person sustaining damage by reason of such change of Recovery of
damages. an existing entrance to any such harbor, shall be entitled to prosecute an action, in the circuit court of the proper county, upon said bond, to recover his damage, and may bring such suit in his or her name.
Sec. 9. Said corporation shall not, in their corporate capacity, Corporation bold, purchase, or deal in any lands, other than the lands on ebaso labda. which their canal shall run, or which may be actually necessary for the coustruction or maintenance of said canal or improvement, or the fixtures connected therewith. Sec. 10. Whenever said company shall desire to enter upon, Proceedings
to ascertain use or occupy any lands, or condemn any franchise or right to damages for
entering up the use of running water, when no agreement can be made on lande with the owner or owners thereof, the like proceedings shall be bad and taken as is provided in "an act to provide for the incorporation of railroad companies," and the acts amendatory thereto; and after the payment or tender of such damages as After pay. shall be then ascertained, may enter upon and take the lands damages so appraised, for the purposes of constructing said canal, har: bors, or making the improvement in such river, its fixtures and appurtenances: Provided further, That it shall be necessary, before condemning any lands under the provisions of said act,