Michigan Summer Resort and Park Associations Act
SUMMER RESORT AND PARK ASSOCIATIONS
Act 230 of 1897
AN ACT to provide for the formation of corporations for the purpose of owning, maintaining and improving lands and other property kept for the purposes of summer resorts or for ornament, recreation or amusement, and to repeal all laws or parts of laws in conflict herewith; and to impose certain duties on the department of commerce.
The People of the State of Michigan enact:
455.1 Summer resort and park associations; incorporation, purpose.
That any number of persons, not less than 5, desiring to form a corporation for the purpose of owning, maintaining and improving lands and other property for the purposes of a summer resort or a park for ornament, recreation or amusement, in any city, village or township of this state, or of any adjoining state, may, by articles or agreement in writing, under their hands and seals, associate for such purpose under the name to be assumed by them in their articles of association: Provided, That no 2 corporations shall assume the same name.
455.2 Articles of association; signing, acknowledgment, contents.
Such articles of association shall be signed by the persons associating in the first instance, and be duly acknowledged before some officer of this state, authorized by the laws of this state to take acknowledgment of deeds, and shall set forth:
First, The name by which the corporation shall be known in the law;
Second, Definitely and distinctly the purposes for which the corporation is formed;
Third, The amount of the capital stock, which shall in no case be more than 100,000 dollars, and the number of shares thereof which shall be of the par value of 25 dollars;
Fourth, The names of the stockholders; their respective residences, and the number of shares held by each;
Fifth, The city, village or township where the office of the corporation shall be located;
Sixth, The term of existence of such corporation which shall not exceed 30 years;
Seventh, The number of directors of the corporation.
455.3 Filing articles with department of commerce; subscribers and stockholders as body politic and corporate; powers; alteration or amendment of articles; certification, filing, and recording.
The articles of association shall be filed in the corporation and securities bureau of the department of commerce, and thereupon all persons who shall have subscribed the same, and all persons who shall from time to time become stockholders in such corporation, shall be a body politic and corporate, by the name specified in such articles, and by such name they and their successors shall have succession and in their corporate name be capable in law of owning, holding, or purchasing and disposing of, in such manner as a majority of the stockholders may direct, any real or personal property or estate whatever, not exceeding 700 acres of land and personal property not exceeding in value the sum of $200,000.00 and in connection therewith may own, maintain, control, and operate, a hotel, clubhouse or other buildings for the entertainment, comfort, or convenience of the stockholders of said corporation, and they shall be capable of suing and being sued in all courts of law or equity in this state, and may have a common seal, and may alter and change the same at pleasure. Such corporation may alter or amend its articles of association at any regular meeting of the stockholders, or at any special meeting called for that purpose, by a vote of not less than 2/3 of all the shares of the capital stock of said corporation. Such corporation shall cause any such amendment or amendments to be certified by its president and secretary, and filed and recorded in the same manner as in the case of the original articles of association, and when so filed and recorded such amendments shall become a part of the articles of association.
455.4 Evidence of incorporation.
A copy of any articles of association filed in the corporation and securities bureau of the department of commerce in pursuance of this act and certified by the corporation and securities bureau of the department of commerce, to be a true copy thereof, and the whole of such articles of association shall be in all courts and places prima facie evidence of the due incorporation of such company, and of the facts therein stated.
455.5 Certificates of stock; signing, sealing, right to vote.
All certificates for capital stock shall be signed by the president and secretary of the company, and sealed with the corporate seal. Each stockholder shall be entitled to cast 1 vote for each and every share he shall own of the capital stock of such company, at any and all meetings of stockholders of said corporation for whatsoever purpose the same may be held, and may vote or perform any act by his or her attorney or proxy duly authorized in writing for that purpose at any meeting at which such stockholder may vote or act if present in person, which power of attorney or proxy shall be filed with the secretary of said company.
455.6 Annual meeting; notice, failure to hold.
Every such corporation shall hold its annual meeting of stockholders between the first Monday of February and the last day of August of each year as its by-laws may provide. Notice of the time and place of such meeting shall be given by the secretary by causing the same to be published in some paper published and circulated in the county where the principal office of such corporation is located, at least once in each week successively for 4 weeks prior to the time fixed for such meeting: Provided, That such notice may be given personally, in writing, or by mailing the same to each stockholder, addressed to him at his place of residence shown on the books of said company, in which case no publication shall be necessary: And provided further, That if, for any reason, such annual meeting is not held, the corporation shall not for that reason be dissolved.
455.7 Annual report; stockholders, contents; perjury.
At each annual meeting such corporation shall make a report to the stockholders, signed by a majority of the board of directors, verified by the oath of the president and secretary of said corporation, containing:
First, The amount of capital actually paid in;
Second, The amount invested in real estate, with a general description of the same;
Third, The amount of personal estate, with a general description thereof;
Fourth, The amount of their debts and credits as near as may be;
Fifth, A general condensed statement of their business and financial condition;
Sixth, The name of each stockholder and his residence and the number of shares held by him as appears by the books of said corporation at the date of such report; and if any person shall knowingly swear or affirm falsely in said report, he shall be deemed guilty of perjury, and punished accordingly.
455.8 First meeting; notice.
When any corporation shall be formed under the provisions of this act, any 2 of those associated may call the first meeting of such corporations, at such time and place as they may appoint, giving notice as is provided in section 6 of this act: Provided, That such notice shall not be necessary when all of those associated shall by writing entered in the minutes of such meeting waive such notice and consent to act at such meeting.
455.9 Board of directors; qualifications, election, terms, vacancy; stock, ceasing ownership; quorum.
The board of directors shall consist of not less than 3 nor more than 9 members as the articles of association shall determine, who shall be stockholders of the corporation. The full number of said board of directors shall be elected at the first meeting of such corporation and shall be divided into 3 equal classes; the first class shall hold their office for 1 year; the second class for 2 years and the third class for 3 years, and at each annual meeting thereafter, 1/3 of the total number of directors shall be elected who shall hold their office for 3 years and until their successors shall be elected. At any such election, a majority of the votes cast shall be sufficient to elect. Whenever a vacancy shall happen in the board of directors, such vacancy shall be filled by the remaining directors, such appointee to hold office until the next annual meeting, at which meeting there shall be elected by the stockholders a director to fill the unexpired term. If any director shall cease to own any stock of said corporation, he shall cease to be a director. A majority of the directors shall be a quorum for the transaction of business.
455.10 Board of directors; powers.
The board of directors shall have the management and control of the stock, business, finances, rights and interests, buildings and all property, real and personal, of the corporation, and shall have jurisdiction over the lands of the corporation and all streets, alleys, and highways passing through and over the same, or which said corporation may cause to be constructed, laid out or maintained therein, and the water within and in front of said lands and premises. The board of directors shall in no case in any 1 year, authorize any expenditure or incur any liability on behalf of such corporation to exceed 1,000 dollars unless authorized by a majority of all the shares of stock by said corporation in a meeting duly assembled: Provided, That in the county of Emmet the board of directors may authorize any expenditure or incur any liability on behalf of such corporation to an amount not exceeding 5,000 dollars in any 1 year.
455.11 Board of directors; officers and employees, selection, removal, terms.
The directors shall choose from their number, by ballot or otherwise, a president, secretary, and treasurer, and the latter 2 offices may be held by the same person, and shall have power to appoint and employ such other subordinate officers, agents, servants or employes as the by-laws of the corporation shall designate, or such as shall be necessary to the proper accomplishment of the purposes of the corporation, and such board of directors shall have the power to remove such president or other officer of such corporation, or agents, or employes, for cause, and appoint others in their places; such officers shall be elected annually and shall hold their offices for 1 year, and until their successors shall be elected.
455.12 By-laws and rules; amendment.
The stockholders shall have the power to make such reasonable by-laws not inconsistent with the laws of this state, or of the United States, as they shall deem proper for the management, control and disposition of the property, affairs and concerns of said corporation and may by such by-laws provide that the water within and in front of the lands and premises of such corporation shall be kept in a good sanitary condition, and by such by-laws, empower the board of directors of such corporation to prohibit any persons from carrying on the business of carrying goods, baggage or passengers on the lands of the association or the highways, streets or alleys thereof without a license from said board of directors first being had; to provide for the protection of the property of such corporation and occupants of its lands and premises from loss or damage by fire; to protect the occupants of its grounds from contagious diseases and to remove therefrom any and all persons afflicted with any such disease; to prevent and prohibit on its grounds vice and immorality, and the selling of any spirituous or fermented liquors; to prohibit and abate all nuisances; to compel persons occupying any part of its said lands and premises to keep the same in good sanitary condition and to regulate the erection of buildings on the lots assigned and leased to the stockholders, and may provide that the capital stock of such corporation shall not be transferred without the consent of the board of directors first being had; and may provide rules and regulations for the management, control and maintenance of any hotel, club house or other buildings for entertainment, comfort or convenience of said corporation and its stockholders, and may regulate and determine the persons and number thereof which may be entertained or cared for at such hotel, club house or other building. All such by-laws, rules and regulations may be altered or amended by the stockholders in a meeting assembled at their will and pleasure.
455.13 Books; inspection; stock, transfer.
It shall be the duty of the directors of any such corporation to cause proper books to be kept by the secretary and treasurer, containing the names of all persons who are stockholders, together with their places of residence, and wherein shall be entered all matters and things pertaining to the affairs and business of said corporation, and just and true books of account; and the books of said corporation containing their business accounts shall at all reasonable times be open for the inspection of any of the stockholders: And provided, That no transfer of the certificate of the stock of such corporation shall be valid without the name being duly entered of the person to whom transferred on the books of the corporation, and the rules and by-laws of such corporation relating thereto being complied with.
455.14 Capital stock; deemed personal property, transfer; lien on stock, enforcement; subscriptions; shares, issuance.
The stock of every such corporation shall be deemed personal property, and may be transferred as shall be prescribed by this act and by the by-laws of the corporation, and such corporation shall at all times have a lien upon all the stock or property of its members invested therein, for all debts due from them to such corporation, which lien may be enforced by a sale of such stock under the provisions of section 15 of this act. The directors of any such company may from time to time receive subscriptions to stock in said company until the whole amount of the stock of the association shall be subscribed, but no certificate of shares in any such company shall be issued until the whole amount of the shares mentioned in such certificate shall have been paid in full to the company.
455.15 Capital stock; subscriptions, payment; suit; sale, procedure; disposition of proceeds; purchaser, rights.
The directors may require the subscribers to the capital stock of the corporation to pay the amount by them respectively subscribed, in such manner and in such installments as they may deem proper. If any stockholder shall neglect or refuse to pay any installment as required by a resolution of the board of directors, the said corporation may sue for the same in any proper action for that purpose, or so much of the stock of such delinquent stockholder as may be necessary to pay such installment so due may be sold by the directors at public auction at the office of the corporation, giving at least 30 days’ notice of such sale in some newspaper published in the county where said office is located if there is a newspaper published in such county; if not, then in some newspaper published in some adjoining county; and in case of the sale of said stock, the proceeds thereof shall first be applied in payment of the installment called for and the expenses of the sale and the residue, if any, shall be returned to the delinquent stockholder. Such sale shall entitle the purchaser to all the rights of a stockholder to the extent of the shares so purchased.
455.16 Annual dues; levy, use, payment.
It shall be lawful for the board of directors to provide for annual dues to be levied upon each share of stock which shall be paid by the holder thereof in such an amount and under such rules and regulations as shall be provided by the by-laws of such corporation, such annual dues and all sums realized thereby to be used for the purpose of paying the expenses attending the care, management and control of the grounds and property kept, occupied or used for the purposes set forth in the articles of association. The payment of such annual dues may be enforced by said corporation by some proper action at law, or by a sale of the shares of stock against which the same is assessed in the manner provided in section 15 of the act for the collection of installments of subscriptions to the capital stock.
455.16a Allocation of taxable and assessed values to stockholder lessees; percentage; burden of proof; property transfer affidavit; assessment roll change or tax roll change; “inflation rate” defined.
(1) Beginning January 1, 2012, if a corporation subject to this act has real property that has been platted under section 20 and lots in that plat have been leased to stockholders under section 21, all of the taxable and assessed values of the corporation’s real property within that plat shall be allocated to the stockholder lessees so that each stockholder lessee is assessed for all of the following:
(a) The real property each stockholder lessee leases from the corporation.
(b) Any of the corporation’s real property improvements that are within the plat and are available for the common and exclusive use of the corporation’s stockholder lessees, including guests of the stockholder lessees.
(2) A corporation may propose to the assessor of the local tax collecting district in which the property is located the percentage the assessor may use to allocate the taxable and assessed values of the corporation’s property within the plat to the property that the stockholder lessees lease from the corporation. The percentage of allocation that the corporation may propose shall meet all of the following requirements:
(a) The total allocation shall equal 100%.
(b) The allocation shall be the same as, or calculated using the same methodology as, the corporation used in the immediately preceding tax year to allocate the corporation’s real property taxes to the corporation’s stockholders for payment to the corporation, if the corporation made such an allocation.
(3) If the assessor allocates taxable and assessed values as proposed under subsection (2) and if a stockholder lessee appeals that allocation, that stockholder lessee has the burden of proof to establish by clear and convincing evidence that the taxable and assessed values allocated by the assessor violate this section.
(4) If the taxable and assessed values of a corporation’s real property are allocated to the corporation’s stockholder lessees under this section, all of the following apply to any real property within the plat that is owned by the corporation and that is available for the common and exclusive use of the stockholder lessees in any subsequent tax year:
(a) The taxable and assessed values are zero, because the value of that real property is included in the assessment of the real property leased by the stockholder lessees.
(b) If a stockholder lessee assigns a lease of the corporation’s real property and transfers the related corporation stock, the value of the property subject to that lease is deemed to be included in the price paid for a transfer of the real property interests of a stockholder lessee. The purchase price paid for an assignment and transfer as described under this subdivision is not the presumptive true cash value of the property transferred as provided in section 27(5) of the general property tax act, 1893 PA 206, MCL 211.27.
(5) If a stockholder lessee assigns a lease of the corporation’s real property and transfers the related corporation stock, a property transfer affidavit shall be filed as provided in section 27a(10) of the general property tax act, 1893 PA 206, MCL 211.27a.
(6) As provided under section 27a of the general property tax act, 1893 PA 206, MCL 211.27a, an assessment roll change or tax roll change resulting from the application of this section is not a transfer of ownership.
(7) For the 2012 tax year, the total taxable value allocated to the stockholder lessees shall not exceed the total taxable value of the corporation’s real property on the tax roll on December 30, 2011 multiplied by the 2012 tax year inflation rate of 1.027. As used in this subsection, “inflation rate” means the rate determined under section 34d of the general property tax act, 1893 PA 206, MCL 211.34d, which for the 2012 tax year is 1.027.
455.17 Stockholders’ liability; subrogation; contribution.
The stockholders of all corporations formed under this act shall be jointly, severally and individually liable for all labor and services performed for such corporation, which said liability, founded on this statue [statute], may be enforced by a suit at law in an action of assumpsit, at any time after an execution in favor of the plaintiff shall be duly returned unsatisfied in whole or in part against said corporation: Provided, always, That if any or several of said stockholders shall, by any such proceedings, be compelled to pay any such sum to creditors, he or they may recover the same in full of the corporation, or may compel the stockholders jointly or severally, or any number of them, to contribute ratably to re-imburse him or them, in any action at law or in chancery.
455.18 Annual report.
All corporations formed under the provisions of this act shall annually, between the months of March and the end of the succeeding August, make a report which shall state the amount of the capital stock actually paid in and the amount of money borrowed if any, which report shall be signed by a majority of the directors and verified by the oath of the president or secretary and be filed in the corporation and securities bureau of the department of commerce.
455.20 Stockholders; map or plat of land; record; use as evidence; street, public places.
If the by-laws of any such corporation shall provide that the stockholders shall be entitled to select a lot on the lands of said corporation for the purpose of building thereon, it shall be the duty of the directors to cause the lands of said company to be surveyed and platted by a civil engineer, surveyor or other competent person, and to cause a true map or plat thereof to be made. Such map or plat shall in every case be made on a scale not less than 200 feet to an inch, on sheets of good muslin backed paper 18 inches by 24 inches in size. There shall be written upon the paper on which said map or plat shall be made, a full and detailed description of the land embraced in said map or plat, showing the township and range in which such land is situated, and the sections and parts of sections platted and containing the name of the corporation which is the proprietor thereof, and of the engineer, surveyor or person making said map or plat with the date on which the same is made. The same shall be signed by such corporation by its president and secretary, and the engineer, surveyor or person making the same, and shall be witnessed and acknowledged by such proprietor in the same manner as deeds conveying lands are required to be witnessed and acknowledged. The sections and parts of sections platted shall also be designated by the lines drawn upon such map or plat with appropriate letters and figures, and in case of a subdivision of lots or blocks of a previous survey, the outlines of the original or previous lots or blocks so subdivided shall be designated by lines drawn upon such map or plat and shall be marked with appropriate letters and figures. There shall also be on such map or plat, a plain designation of the cardinal points and a correct scale.
The map or plat shall be recorded in the office of the register of deeds of the county in which the land platted is situated. For the purpose of such recording, the said proprietor shall cause to be made by a civil engineer, surveyor or other competent person on the same scale and on paper of the same size and quality as that on which the original map or plat is drawn, an exact duplicate of said map or plat with the detailed description, signatures, witnesses and acknowledgment as above specified. When such map or plat shall conform or shall be made to conform in all respects to requirements of this act, the register and said engineer, surveyor or person who made the same shall each carefully compare said copy with said original map or plat, and if correct, or when made correct, it shall be certified by the said register and said engineer, surveyor or person who made the same, who shall certify that they have carefully compared the same with said map or plat and that it is an exact copy thereof and the whole of such original map or plat. The said register shall then securely fasten the said copy in the book provided by the laws of this state for the recording of town plats, and such copy so fastened in said book, shall be held and taken to be a record of the said map or plat with a like effect as if the said map or plat had been actually transcribed by said register in a book in his office, but in no case shall any such map or plat be recorded until it shall be made to conform to all the requirements of this act. The register shall certify on such map or plat when it was recorded as aforesaid with reference to the book or page where recorded, and shall note in such record, the time when made, and keep an index thereof the same as required by the laws of this state relating to township plats. The original map or plat with a certificate of record endorsed thereon, the record thereof made as aforesaid, or a properly certified transcript of such record shall be received in all courts of this state as prima facie evidence of the making and recording of such map or plat in conformity with the provisions of this act. For all service by this act required to be performed by a register of deeds in respect to any such map or plat brought into his office for record, said register shall be entitled to receive the sum of 2 dollars which shall be paid by the proprietor of the ground platted: Provided, That the making and recording of said plat in the manner aforesaid shall not operate or be construed to dedicate or surrender to the public in any manner whatsoever or any part or portion of the lands so platted: And provided further, That all streets, avenues, alleys, parks or public places laid out and designated on such plat, shall be and remain at all times for the common use, benefit and advantage of all of the stockholders of such company, and shall not be changed, vacated or altered except on a vote of 4/5 of the shares of stock of said corporation at a meeting duly called for that purpose.
455.21 Stockholders; map or plat of land; ownership, sale; dissolution, disposition of lots; parks and walks dedicated to public use.
Whenever any such corporation shall cause to be platted any part or portion of its lands in the manner prescribed in the foregoing section of this act, it may by its by-laws, provide the manner in which the lot or lots may be assigned, allotted or confirmed to its several stockholders, and the terms and conditions upon which the same shall be held by them: Provided, That any such lot or lots so assigned allotted or confirmed to such stockholders shall be deemed and considered as appurtenant and attached to a certain share or shares of capital stock in such corporation, which shall be designated at the time of such assignment, allotment or confirmation, and any assignment, transfer or other disposition of such capital stock shall be held to carry with it, the right to such lot or lots so appurtenant or attached to the same; and it shall not be lawful for such stockholder to in any manner whatsoever, sell, assign, transfer or dispose of any right, title, claim or interest he may have or acquire in any lot or lots assigned, allotted or confirmed under such by-laws and regulations, separated or detached from the share or shares of capital stock to which it shall be appurtenant or attached. In case such corporation should for any reason be disolved [dissolved] or wound up by any court of competent jurisdiction, by reason of the termination of its charter or otherwise, each stockholder to whom a lot or lots have been assigned, allotted or confirmed, shall be entitled to receive the same in fee upon complying with such terms and conditions as may be imposed by the court having jurisdiction of the winding up of such corporation and all parks, roads or walks shown upon the plat of the property of such corporation recorded as aforesaid, shall be and become dedicated to the public use as parks, roads and walks in the same manner and to the same extent as parks, roads and drives are or may be so dedicated within the limits of cities, towns or villages in this state.
455.22 Repeal; saving clause; provisions governing act.
Act No. 151 of the session laws of 1869, entitled “An act to provide for the formation of joint stock companies for the purpose of owning and maintaining skating parks or rinks and parks kept for ornament, recreation and amusement,” approved April fifth, 1869, and Act No. 164 of the session laws of 1889, entitled “An act to authorize the formation of corporations for the purpose of owning and improving summer resorts,” approved June 19, 1889, and all acts amendatory and supplemental to said acts or either of them are hereby repealed. But the repeal of the foregoing acts shall not dissolve any corporation formed or existing under them and all corporations of the nature of corporations authorized to be organized under this act now organized and existing under said several acts in this section mentioned, or either of them, and all corporations which have attempted to organize and are now doing business under said acts or either of them, shall be deemed and taken to be organizations under this act and all rights, obligations and liabilities contracted, acquired or incurred by any such corporations thereunder, shall continue of the same force and effect as though such acts or laws had not been repealed, and all such corporations from and after taking effect of this act, shall be subject to all the provisions hereof as fully as though such corporation had been organized hereunder, and such corporations may continue to carry on the business specified in the articles of association under the provisions of this act as lawfully as if said acts mentioned in this section were not repealed.
455.23 Special dues; purpose, time, enforcement.
It shall be lawful for the stockholders at a special meeting called for that purpose by a vote of a majority of all the capital stock, to authorize the board of directors to provide for special dues additional to those provided for in section 16, not exceeding 25 dollars per share in any 1 year, and such special dues shall be used only for the purpose of paying any existing indebtedness of said corporation or for improving and bettering the lands and property of said corporation or for improving the sanitary condition thereof, providing protection from loss or damage by fire or water, or erecting, purchasing or maintaining any hotel, club house or other building for the entertainment, comfort or convenience of said corporation and its stockholders, and any resolution adopted by said stockholders’ meeting for such purpose shall determine the purpose for which such special dues shall be expended and the period of time during which they may be levied. The payment of dues authorized under the provisions of this section may be enforced by said corporation in the same manner as is provided in section 16 for the enforcement of the annual dues.
455.24 Associate members; terms; stock, disposition.
It shall be lawful for the stockholders of any such corporation, either at the time the articles shall be executed, or at any subsequent period, by a vote of 2/3 of the capital stock, to provide the terms upon which persons may become associate members of the organization, with or without being stockholders therein, and also to provide for the limitation upon sale or other disposition of such stock and for the custody of the certificates thereof.
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