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and Manly D. Howord, or either two of them, meet together at the time and place named in said call, and adopt such rules and regulations as may be necessary or convenient for commencing or carrying on business under this act. They may also at the same time and place, choose a board of directors, in the manner hereinafter provided, who shall hold their offices, with all the powers given to directors by this act, until others are chosen to supply their places. And when the said rules and regulations have been adopted, and the directors chosen as aforesaid, and when the board of directors shall have been organized pursuant to the provisions herein before made, the said corporation shall have sull power to insure the healih of such persons only, as are or may become subscribers to the capital stock, until one hundred shares of said capital stock have been subscribed for, and ihe instalment asoresaid has been actually paid in, and the residue of such subscriptions has been secured to be paid in the manner hereinafter required; but after the said one hundred shares of stock have been subscribed for and the instalmen! aforesaid has been paid in, and the residue of said subscription has been secured as a fortsaid, the said corporation may exercise ail the powers and privileges conferred by this act.
Sec. 9. All policies of irsurance or other contracts authorized Policies. by this act, which shall be made and entered into by said corporarion, may be either with or without the seal thereof, and shall be subscribed by the President, (or such other officer as shall be designated for the purpose by the by-laws of said corporation,) and attested by the secretary; and being so signed, executed and allest. ed, shall be binding and obligatory upon said corporation, accord. ing to the true intent and meaning of such policies and contracts; and all such po'icies and contracts may be made, signed, executed and attested, without the presence of the board of direciors, by tho president, or by a commitee of directors previoulsy appointed for that purpose by said board, or by such o her persons as they may appoint; and the acts of such president or of such committee or person appointed, shall be binding and obligatory upon said corporation. Sec. 10. The capital stock, monies and personal estate, of said
Investment corporation, my be invested at the discretion of all of the direct of capital, oss, either in loans upon bonds and mortgages on unincumbered real estate, of the value of at least fifty per cent more than the amount
loaned thereon, or in United States or state stocks, or stocks created by any state of the United States, or ir stocks of ihe “Michigan central railroad company," or may be loaned upon endorsed promissory notes not having more than twelve months to run; and the same may be called in and reloaned on the like security, as occasion may require.
Sec. 11. The directors of said corporation shall, on the first Monstatement of directore. day of May, annually, cause a statement to be made, and a balance
struck of the affairs of said corporation; and if there shall be any ascertained profits, after paying all the losses and expenses of the year preceding, and providing for outstanding risks, they shall first set apart from said profits, and divide among the stockholders a sum equal to six per cent. per annum, on the amount of capital stock actually paid in, if so much remain aster paying said losses and expenses, and providing for said risks; and in case of such dividend not be ng made in any one year, it may be made good at a subse. quent period, when the net resources of the corporation shall be
sufficient for the purpose. Dividend
Sec. 12. After providing for risks, losses, incidental expenses and dividends, as specified in the preceding section, one half of the remaining profits, if any, shall be reserved by the directors and applied towards the payment of the capital stock which shall have been subscribed for before the striking of the balance, of the affairs of said corporation, as aforesaid, and the other half of said remaining profits may be divided anong the stockho!ders and the in
Sec. 13. After the whole capital slock authorized by this act shall be subscribed for and actually paid in, the stockho!ders shall be entit.ed to an annual dividend of six per cent.: Provided, The nei surplus receipts of the corporation, over and above their losses and expenses, shall be sufficient for the purpose; and the residue of said surplus receipts, after paying said losses and expenses, may be divided among the stockholders and the insured; but no interest shall be paid or dividends declared either to the stockholders or to the insu ed, whereby the capital stock of said corporation shall bo reduced or impaired; and if any loss shall happen, whereby the capital stock of said corporation shall be lessened, no subsequent divider 1 shall be made until a sum equal to such diminution shall have been added to said capital stock.
Sec. 14. The stockholders of this corporation shall be individ
Liability of ually liable for all debts incurred by said company: Provided, Thut stockhvid're the corporate property shall be first exhausted, before the private property of any member of said company shall be taken.
Sec. 15. The said company shall pay to the treasurer of the state State iar & of Michigan, an annual tax of one per cent on the whole amount port. of capital paid in upon the capital stock of said company, which tax shall be paid on the first Monday of June in each year, or with. in ten days thereafter, and shall be assessed upon the last preceding report of said company, and for that purpose, the president and secretary thereof, shall on the first day of January in each year or within fifteen days thereafter, make under their hands a return to the state treasurer, verified by their several oaths, stating the amount which has been actually paid in on the capital stock of said company; and in consideration of such tax, the property and effects of said company, whether real, personal or mixed, shall be exempt from all and every other lax, charge and exaction, by virtue of the laws of this state now or hereafter to be in force.
Sec. 16. The directors shall nave power to require every person subscribers subscribing to the stock of said corporation to effect insurance here. surauce. in, either upon his own health, or upon the health of some other person, for such length of time as they shall prescribe, and every person offering insurance in said corporation shall have the privilege of subscribing for one share of said stock until the whole number of shares authorized by this act, shall be taken up; but insurances may be made, ind risks taken by said corporation, at the re. quest of the parties insured, without their becoming stockholders or being entitled to any of the profits thereof.
Sec. 17. Suits at law may be maintained by any stockholder or Suits ag'ips person insured, aguinst said corporation, for losses or damages in compally. sured against by them, if payment shall be withheld more than thirty days after the same shall be due and payable by the terms of the policy of insurance, and after the said corporation shall have been duly notified, and payment thereof demanded, of such loss or damage; and no stockholder or person insured, not being in his in. dividual capacity a party to such suit, shall be deemed incompetent as a witness ther in.
Sec. 18. The indebtedness of the said corporation, shall not at Limitation any time exceed the amount of capital stock authorized to be sub
of indebted. ness,
scribed by this act. And in case of a failure to organize the said company within one year from the date of the passage of this act, the corporate righ:s hereby granted shall be deemed to be forfeited.
Sec. 19. Said company shall be subject to the provisions of chapGeneral pro
ter fifty-five of the revised statules of eighteen hundred and forty
six, so far as the same may be applicable. Duration of
Sec. 20. This act shall take effect and be in force from and after charter.
its passage, and continue in force twenty years therefrom.
Ssc. 21. It shall not be lawful for said company to use their Restrictions ** to bank- funds, or any part thereof, in any banking or brokerage, or ex
change, or in buying or selling money, or bank notes, or in any other business whatever, except that especially provided for by this act.
Approved March 30, 1849.
[ No. 165. ) AN ACT to incorporate the Saginaw and Grand River Canal
Company. Section 1. Be it enacted by the Senate and House of RepresenComunis'rs.
tatives of the State of Diichigan, That G. D. Williams, James Frazer, D. J. Johnson, and J. L. Woodruff of Saginaw city, Adam L. Roof, of lonia county, Rix Robinson, of Kent county, D. H. Fitzhugh, John F. Mackie and Charles Yates, of the city of New York, be, and are hereby appointed commissioners, under the direction of a majority of whom, subscriptions may be received to the capital stock of the Saginaw and Grand river canal company, hereby incorporated for the term of sixty years from the passage of
this act: that they shall cause the books for subscription to be open. gubscription to capital ed at the city of Saginaw, village of Grand Rapids, city of Detroit,
and other places in this state as they may deem proper, and in the city of New York, in the state of New York, for the purpose of obtaining subscriptions to the capital stock of said company, first giving thirty days notice, in at least two newspapers at the time of taking such stock.
Sec. 2. The capiial stock of this company shall be two hundred Incorpora.
thousand dollars, in shares of fifty dollurs each, and as soon as the eapital stock shall have been subscribed, the subscribers thereto,
their successors and assigns shall be, and are hereby created a body corporate and politic, by the name of the Saginaw and Grand river canal company, and by that name shall be capable in law, of purchasing, holding, selling, leasing and conveying estate, either real, personal or mixed, so far as the same may be necessary, for the purpose hereinafter mentioned, and no further, and in their corporate name may sue and be sued, may have a common seal, which they may renew and alter at any time, and shall have and enjoy, and may exercise all the powers, rights and privileges, which appertain to corporate bodies for the purposes mentioned in this act. The said corporation are hereby authorized to enter upon the canal commenced by the state, as their property, at the forks of Bad riv. Powers of er, and upon the lands on either side, and through which the said lande, &c. canal may pass, to the bend of the Maple river, a tributary of Grand river, and as far on that river as may be thouglit proper, to tow path, and concentrate the water for canal use, giving notice to the owner or owners of land, of their intention to use such land for canal purposes. To dig, construct or excavate the earıh, erect, set up any dams, locks, waste-weirs, sluices, feeders or any other device whatsoever, to render the same navigable with boats, barges, or other craft: that the said company shall have power to make such improvements on the said Bad, Maple and Grand rivers from the beginning of the canal to its termination at Grand river, for the purpose of carrying out the objects of the company. The com. pany shall make amends for any damages that may be done on said lands, and pay the owner or owners for any material that may be taken for the wse of the canal, or destroyed in its construction, as well as for the land through which said canal is to pass: that any river or stream that can be used as a feeder for such canal, if such is necessary, may cut to connect with the canal for such pur. poses.
Sec. 3. The said corporation may agree with the owner or owners of said land through which the said canal is to pass, or any other person or persons, for materials for the construction of locks, dams, waste-weirs, low-paths, or any work whatsoever, for the construction or repair, purchase and occupancy of the same, as may be necessary for the purposes to carry out the intention of the company hereby incorporated. And if the parties cannot agree, or if the owner or owners, or any of them be a femme covert, under