« 이전계속 »
and State of Michigan this day of ..
A. D. 19. ... (Signatures.)
(Residences.) State of Michigan.
A. D. 19...., before me, a
in and for said county, personally appeared
known to me to be the persons named in, and who executed the foregoing instrument, and severally acknowledged that they executed the same freely and for the intents and purposes therein mentioned.
How executed. SEC. 4. Said articles of association shall be executed in
duplicate, and acknowledged before some officer authorized Where filed. by law to take acknowledgment of deeds. One of such
duplicate copies shall be retained by such corporation and
one copy shall be recorded in the office of the county clerk To be body of the county where such corporation is formed. When said corporate.
articles of association shall have been recorded or left for record in the office of said county clerk, the said persons so signing the said articles of association, and their associates and fellow members of said church, and all who may thereafter become members of said church, according to the discipline, rules and usages of the Wesleyan Methodist connection (or church), shall thereby become, and thenceforth be, a body politic or corporation, by the name expressed in said articles of association, with all the powers, rights and privileges appertaining to religious corporations by the laws of
this State. Matters of church Sec. 5. Said church, when so organized, shall be subject government, to whom subject.
in all matters of church government and ecclesiastical polity to the discipline, usages and ministerial appointments of the Wesleyan Methodist connection (or church) of America, as from time to time authorized and declared by the general conference of said connection and the annual conference
within whose bounds such corporation may be situated. Board of trustees, Sec. 6. The secular affairs of such church shall be manlar affairs.
aged by a board of trustees, consisting of not less than three Number of. nor more than nine members, to be elected by ballot by
said corporation from the membership of the church. The said trustees shall hold office for such term as the said church shall decide upon, and until their successors are elected, un
less they cease to be members of said church, in which case Vacancies. they shall also cease to be trustees. Vacancies in said board
may be filled at any time for the balance of the term, by an
election as in other cases. May elect trustees Sec. 7. If it shall happen that any church organized at any time.
under the provisions of this act shall, from any cause, be found at any time without trustees, such church shall not for that cause lose its corporate existence, but such church
to manage secu
Term of office.
may at any time proceed to elect trustees, as provided in this act: Provided, That whenever any corporation organized Proviso, as to under the provisions of this act shall be dissolved by the loss of members. death of all its members, or by the loss of so many of them that it is thereby rendered unable to do any corporate act or to restore itself by proceeding to elect trustees, as provided in this act, the annual conference, within whose bounds such corporation may be situated, shall be held and deemed to be Who to be the legal successor of such corporation and shall succeed to, and be vested with, all property rights which were in such corporation at the time it was dissolved; and said annual How property conference may, by such officer or committee as said annual disposed of. conference may designate for that purpose, apply to the cir. cuit court in chancery, for the county in which such property may be, for license to sell the same; and such license may License to sell, be granted by said court after such notice of said application as the court may direct; and thereupon said property may be sold, and the proceeds of such sale applied or used as said annual conference may direct. Sec. 8. The persons forming such corporation may adopt May adopt
by-laws. by-laws, and execute and acknowledge them in the same manner as the articles of association above provided for, and such by-laws shall be recorded in the office of the county clerk Where recorded. of the county in which the corporation is located. Such What by-laws by-laws shall prescribe the qualifications of members; the to prescribe. manner in which persons are to become members, or cease to be such; the officers of such corporation; their official titles; their term of office; the manner of their election and removal from office; their official duties; the time and manner of calling and holding meetings; the manner and condition under which personal property and real estate may be acquired, held and disposed of, and such other by-laws as may be deemed necessary for the management of the affairs of such corporation. Such by-laws shall also prescribe the manner in which they may be altered, amended or repealed.
SEC. 9. Said corporation may have a seal and alter the Corporation may same at pleasure; it may, in its corporate name, sue and be have seal; sue and sued in all courts and places; it shall have power to acquire, convey property, hold, sell and convey property, both real and personal, in accordance with this act, and it may recover and hold the debts, demands, rights, privileges, and all property, whether real or personal, of whatever sort it may be, belonging or appertaining to said church, in whatever manner the same may have been acquired, and in whose hands soever the same may be held, the same as if the right and title had origi. nally been invested in said corporation. It may sell (but Restrictions as not mortgage) or otherwise dispose of its personal property, to property. And it may, under restrictions hereinafter provided, sell, mortgage, or otherwise dispose of or encumber its real estate, but not for current expenses. It may hold so much Property held land as may be needful for the proper purposes of said church in trust. and its parsonage. It may also hold for a period not to
exceed ten years, real estate, which may be conveyed or devised to it or to said trustees to be sold and the proceeds
to be used in any way for the benefit of said church, as Shall permit directed in the conveyance or will. Said corporation shall ministers to preach and admin- at all times permit such ministers belonging to the Wesleyan
Methodist church, as shall from time to time be duly author ized by the general conference of said connection (or church) or by the annual conference, within whose bounds the said corporation may be, to preach and expound God's Holy Word therein; and shall permit pastors duly appointed to execute the discipline of the Wesleyan Methodist connection,
and to administer the sacraments therein. May alter and Sec. 10. It shall be lawful for any church organized under amend articles.
the provisions of this act, by a two-thirds vote of the members of the same, who are present and voting, to alter and amend its articles of association, or its by-laws, in any manner not inconsistent with the provisions of this act, or the
discipline of the Wesleyan Methodist connection; and such When operative. alteration or amendment shall become operative when two
thirds of the voting members present shall authorize the board of trustees to execute and acknowledge the amended article or articles in the same manner as stated for the original articles, and the same has or have been recorded, or left for record, in the office of the county clerk as provided in
section four of this act. Who may
Sec. 11. When it shall become necessary for the payment authorize sale or mortgage of of debts, or with a view to re-investment, to make a sale or real estate. mortgage of any real estate belonging to said church, the mem
bers of the church, by a two-thirds majority of the same, who are present and voting, may authorize a sale or mortgage of said real estate by the trustees of said church, who, when
so authorized, may sell and convey or mortgage said property, Proceeds, and with the proceeds of such sale or mortgage pay the debts how used.
of such corporation, or re-invest the said proceeds by the purchase or improvement of other property for the same uses and deeded to the corporation in the same manner as pro
vided in section nine of this act, as said trustees may be Where title ! directed by the church. In all cases where property belong. vested after abandonment or
ing to any church incorporated under the provisions of this dissolution. act has been abandoned and is no longer used for the pur
pose for which said property was acquired, or said corporation has dissolved, or has ceased to exist, the title to said property belonging to said corporation, together with all property rights which were in such corporation at the time it was dissolved, shall pass to the annual conference within the bounds of which said property is located, and said annual
conference may proceed as in section seven of this act. Corporations may SEC. 12. Any Wesleyan Methodist church heretofore inprovisions of this corporated, or the trustees of which have heretofore exercised act.
the powers of a body corporate, may by a two-thirds vote of the members of the society, present and voting, place itself under the provisions of this act, the same as if originally incorporated under it, by two-thirds of the members present and voting executing articles of association as provided in section three of this act, and recording the same, as provided in section four of this act.
Sec. 13. In all proceedings or suits that may arise, or be Other acts not to brought in any of the courts of this State, touching, or in of this act. any way concerning churches that may be incorporated under this act, or which by vote of the members of the society thereof may have placed themselves under its provisions, all other acts or parts of acts inconsistent herewith shall be interpreted and construed in such manner as to give full force and effect to all the provisions of this act, and to all the rights and privileges granted by this act to churches incorporated or placed thereunder.
Sec. 14. It is further provided that the execution by the Prima facie acting trustees of said corporation, in proper form, of any appointment deed, mortgage, note, bond, or other obligation or contract of of trustecs. said corporation, shall be prima facie evidence of the proper appointment of said trustees, and that the necessary steps have been taken to give them full authority to make such transaction.
Sec. 15. Any corporation organized under the provisions Corporate exof this act, whose corporate existence is about to expire by may extend. limitation, may extend its corporate existence from time to time for a term not exceeding thirty years, by causing to be recorded in the office of the clerk of the county where such corporation is located, a copy of a resolution expressing a desire to so extend its corporate existence, which resolution shall be adopted by such corporation at a meeting called for the purpose by the pastor of the church. When such reso- Resolution. lution is left for record with the clerk of the county, within which said corporation is located, it shall be duly attested by the pastor of the church. Upon the leaving of such resolution for record, as above specified, with the attestation as above specified, the corporate existence of such body shall be extended in accordance with the terms of such resolution for a term not exceeding thirty years from the date of the expiration of its former term, and all rights of property and of contract shall remain unimpaired and the corporate identity of such body shall remain unchanged.
This act is ordered to take immediate effect.
AN ACT to amend section eighteen of act number one hun
dred thirteen of the public acts of Michigan for the year eighteen hundred seventy-seven, entitled “An act to revise the laws providing for the incorporation of companies for mining, smelting and manufacturing iron, copper, silver, mineral coal, and other ores or minerals, and to fix the duties and liabilities of such corporations," as amended by act number two hundred thirty-three of the public acts of Michigan for the year nineteen hundred three, being section seven thousand eight of the Compiled Laws of eighteen hundred ninety-seven.
The People of the State of Michigan enact:
to contain, etc.
SECTION 1. Section eighteen of act number one hundred amended.
thirteen of the public acts of Michigan for the year eighteen hundred seventy-seven, entitled "An act to revise the laws providing for the incorporation of companies for mining, smelting and manufacturing iron, copper, silver, mineral coal, and other ores or minerals, and to fix the duties and liabilities of such corporations," as amended by act number two hundred thirty-three of the public acts of Michigan for the year nineteen hundred three, being section seven thousand eight of the Compiled Laws of eighteen hundred ninety-seven,
is hereby amended to read as follows: Directors may SEC. 18. The board of directors may call in the subscripcall in subscriptions to capital
tions to the capital stock of any corporation existing herestock.
under, by installments, in such portions and at such times as Notice of, what said board of directors shall think proper. Notice of such
calls shall be given in the manner prescribed in the by-laws. The board of directors may specify when such calls shall be
due and payable, in the absence of any such provision in the When subscrip- by-laws. In case any stockholder fails to pay any such call tions to bear interest.
or assessment made on his stock, for the space of sixty days after the same is due and payable, and after he has been notified in the manner prescribed in the by-laws, or by the board
of directors, the same shall bear interest at the legal rate When stock may from the time it was due and payable, and the stock of such bir kaled to highest delinquent stockholder may be sold for the amount of such bidder.
assessment and the interest thereon and the costs and expenses of the sale thereof by order of the board of directors, at public vendue, to the highest bidder, at the business office
of the corporation specified in the articles of association either Notice of sale,
within or without the limits of the State, and thirty days' how given.
notice of the time and place of sale shall be given by publication in some newspaper published in the county in which such sale is to be made or if no newspaper be published therein, then in some newspaper published in an adjoining county, and also in the county where the mine, or manufac