raising means to pay the indebtedness of such company, and to construct any other portion of such road, without including in any such mortgage, or thereby affecting any other portion of said road, or the franchises appertaining thereto, except as expressly professed to be covered by such mortgage.

25, 1865. S. L.,

1885, p. 586.

See p. 65, this vol.

SEC. 4. The directors of any railroad, as aforesaid, Repealed March may sell or dispose of, or pledge unsubscribed shares of the capital stock, in payment of real estate purchased for the use of the road, or for contract work upon it, or for other valuable consideration, to the company, in lieu of money or of bonds. The certificate of the secretary and treasurer of the company, attested by its seal, that certain shares of stocks, described therein by the number of the certificate value, and number of shares, had been, by order of the directors of the company, issued to the parties named as full paid stock, shall be proper proof of the fact; and such certificates from the company shall be rendered in the annual report of the State Treasurer, and the specific tax paid thereon according to law.

SEC. 5. All acts and parts of acts contravening the Repeal. provisions of this act are hereby repealed.

Approved March 20, 1863.

AN ACT relative to the issuing of false, fraudulent and part paid shares of the stock of Railroad Companies, and to repeal sections four and five of Act Original section. No. 229, of the Session Laws of 1863.

SECTION 1. The people of Michigan enact, That it shall not be lawful for any Railroad Company existing by virtue of the laws of this State, nor for any officer of any such Company, to sell, dispose of, or pledge, any shares in the capital stock of such Company, until the shares so sold, disposed of, or pledged, and the shares for which such certificates are to be issued, shall have been fully paid in money, dollar for dollar, into the Treasury of the Company; and in case any such Company has heretofore sold, disposed of, or pledged, any shares of its capital stock, or has issued certificates of shares of its capital

As amended Mar. 27, 1867. S. L.

1867, p. 208.

Original section.

stock as full paid stock, when partial or nominal payments only have been made therefor, the officers and Directors of such Company are hereby required within ninety days from the passage of this act, to reduce the stock certificate issue of such Company to the basis of the amount of the par value actually received by such Company for such shares; and if any officer or officers of any such Company shall issue, sell, pledge, or dispose of any shares, or certificates of shares, of the capital stock of such Company, in violation of the provisions of this act, such officer or officers so doing shall be deemed guilty of a misdemeanor, and upon conviction thereof, shall be punished as provided by law in case of issuing false or fraudulent railroad stocks. The provisions of this act shall apply as fully to the stocks and officers of consolidated Railroad Companies existing in whole or in part within this State, as to original unconsolidated Companies existing as aforesaid.

SEC. 1. The People of the State of Michigan enact, That it shall not be lawful for any railroad company existing by virtue of the laws of this State, nor for any officer of any such company, to sell, dispose of or pledge any shares in the capital stock of such company, until the shares so sold, disposed of or pledged, and the shares for which such certificates are to be issued shall have been fully paid; and if any officer or officers of any such company shall issue, sell, pledge, or dispose of any shares or certificates of shares of the capital stock of such company, in violation of the provisions of this act, such officer or officers so doing shall be deemed guilty of a misdemeanor, and upon conviction thereof shall be punished as provided by law in case of issuing false or fraudulent railroad stocks. The provisions of this act shall apply as fully to the stocks and officers of consolidated railroad companies, existing in whole or in part within this State, as to original unconsolidated companies existing as aforesaid.

SEC. 2. It is hereby made the duty of every such Railroad Company as aforesaid, to file with the Secretary of State, in the month of July in each year, a special report and statement, sworn to by the President and Treasurer of the Company, setting forth explicitly the number of shares of capital stock actually issued, sold, pledged, or disposed of, by the Company, to the date of such report, and the amount actually and bona fide received by such Company for such shares, and the amount received therefor in money, and the amount

therefor, if any, in property and other effects, and the amount and number of shares, and the number of the certificates thereof, issued as full paid stock upon which partial or nominal payments only have been made.

27, 1867. S. L.,

SEC. 2. It is hereby made the duty of every such rail- As amended Mar'h road company as aforesaid, to file with the Secretary of 1867, p. 208. State, in the month of July in each year, a special report and statement, sworn to by the president and treasurer of the company, setting forth explicitly the number of shares of capital stock actually issued, sold, pledged or disposed of by the company to the date of such report, and the amount of capital stock issued during the year last past, and the amount received therefor in money, and the amount received therefor, if any, in property and other effects.

SEC. 3. Any violation of the provisions of this act, or any neglect to comply original section with the requirements of this act, or the making of any false statement to the Secretary of State in relation to any of the matters required by the preceding section to be reported to him, shall render the officers and directors of any such railroad company as aforesaid, guilty of any such violation or neglect, or making or permitting any such false statement, individually liable to the shareholders to the amount of the loss or injury sustained by them by reason of such violation, neglect, or false statement, and to the State also for the penalties heretofore provided by law; and any shareholder or shareholders neglecting or refusing to return his or their full-paid stock certificates to the company, where partial or nominal payments only have been made, and to receive in exchange therefor certificates for the amount actually paid in money or its equivalent, shall become individually liable, after ninety days from the passage of this act, to creditors of such company, for the amount over-issued in the stock certificates retained by him or them..

27, 1867. S. L.,

SEC. 3. Any violation of the provisions of this act, or as amended March any neglect to comply with the requirements of this act, 1867, p. 208. or the making of any false statement to the Secretary of State in relation to any of the matters required by the preceding section to be reported to him, shall render the officers and directors of any such railroad company as aforesaid, guilty of any such violation or neglect, or making or permitting any such false statement, liable to the State for the penalties heretofore provided by law.

SEC. 4. Seetions four and five of an act entitled "An act supplementary to an act entitled 'an act to provide for the incorporation of railroad companies,"" approved February twelfth, eighteen hundred and fifty-five, and approved March twentieth, eighteen hundred and sixtythree, together with all acts and parts of acts contraven

ing the provision of this act, are hereby repealed.
SEC. 5. This act shall take immediate effect.
Approved March 20, 1865.

1

L., 1867, r. 178.

AN ACT to promote the collection of debts, by creditors of railroad com-
panies.

SECTION 1. The People of the State of Michigan en-
act, That in all cases where a creditor of a railroad com-
pany shall make, or cause to be made, an affidavit, stat-
ing that he is a creditor of said company, and that he is
in doubt as to the company or persons who are in actual
possession of said railroad, and that he knows or has
good reason to believe that a fraudulent transfer of said
road, its franchises and other property, has been made to
his prejudice as a creditor, he shall be and hereby is au-
thorized, in any suit at law which he may commence in a
court of competent jurisdiction for the recovery of his
debt, to make all persons and corporations defendants in
said suit who might be properly made parties to a bill in
chancery, brought by said creditor for discovery, or to set
aside any transfer of said road, its franchises and other
property, to any other party or corporation, or to cancel
any mortgage, or to set aside any judgment or decree ob-
tained against said railroad company for fraud in the
same, upon filing such affidavit and serving a copy
thereof with the process, or declaration and notice of rule
to plead, by which such suit is commenced.

SEC. 2. It shall be the duty of such plaintiff, in his declaration, to allege with reasonable certainty the facts upon which he relies for relief in said action, and he may be allowed to amend his declaration the same as in other cases. In case the said defendants, or any of them, fail to appear and plead, his or their default may be entered as in other cases. A plea demanding a trial of the matters set forth in the declaration, shall put in issue every material averment in the declaration. If, in such action, any person shall be made a defendant, from whom no discovery or relief is sought except a disclaimer of any right in the subject matter of the suit, he shall be at liberty to disclaim, as in chancery suits, and with like effect.

SEC. 3. The court or jury before whom such case may be tried, shall find, if requested by either party, the facts so placed in issue, and the court shall render judgment thereon, as in other cases upon a general or special verdict. In giving judgment in such cases, the court may exercise all the powers of a court of equity, and may enforce its judgment by execution, attachment, sequestration of the property, or by any other means recognized by the courts, either of law or equity.

SEC. 5.(?) If the plaintiff, or some one in his behalf, shall file with the register of deeds, in the county where said suit is commenced, a notice thereof with a statement of his demand, and shall annex thereto a copy of the affidavit filed in the cause, he shall thereby acquire a lien upon all the property of said railroad company, whether in the possession of said defendants, their agents or fraudulent assignees, or other persons, and all subsequent transfers, sales and assignments, shall be deemed wholly inoperative and void as against said lien.

SEC. 6. Any railroad company may be sued by the name in which its business shall be conducted when said