"Secured debts", what to include. Specific tax, amount, etc. Duty of county treas urer. [No. 142.] AN ACT to provide for the assessment and the collection of a specific tax upon secured debts other than debts secured or evidenced by mortgages and liens upon real property, and which mortgages and liens are recorded in Michigan, and to repeal all acts and parts of acts in contravention thereto. The People of the State of Michigan enact: SECTION 1. The words "secured debts" as used in this act shall include: (1) Any bond, note or debt secured by mortgage or real property recorded in any state or country other than Michigan, and not recorded in the State of Michigan. (2) Any and all bonds, notes or written or printed obligations, parts of a series of similar bonds, notes or obligations, the payment of which is secured by a mortgage or deed of trust of real or personal property, or both, which mortgage or deed of trust is recorded in some place outside of the State of Michigan and not recorded in the State of Michigan. (3) Any and all bonds, notes or written or printed obligations, forming part of a series of similar bonds, notes or obligations, which are secured by a deposit of any valuable securities, as collateral security for the payment of such bonds, notes or obligations, under a deed of trust or collateral agreement held by a trustee. The term "secured debts" as used in this act shall not include securities held as collateral to secure the payment of bonds taxable under this act. SEC. 2. Any person may take or send to the office of the treasurer of the county where he resides any secured debt or a description of the same, and may pay to the county a tax of one-half per centum on the face value thereof, and the treasurer shall thereupon make an endorsement upon said secured debt or shall give a receipt for the tax thereon, describing said secured debt and certifying that the same is exempt from taxation, which endorsement or receipt shall be duly signed and dated by the treasurer or his duly authorized representative. The treasurer shall keep a record of such endorsements and receipts with a description of such secured debt, together with the name and address of the person presenting the same and the date of registration. SEC. 3. The county treasurer shall keep a separate account of said specific taxes collected by him, and shall on the first day of each month, transmit to the State Treasurer one-half of the money in his possession belonging to that account, and the county treasurer shall credit to the general fund of the county, the specific taxes collected by him as aforesaid. The State Treasurer shall place the same to the credit of the general fund, to be used for general State purposes. further tax. SEC. 4. Secured debts upon which said specific tax shall Exempt from be paid, shall be exempt from further general taxes under the laws of this State. SEC. 5. All acts or parts of acts in contravention of the provisions of this act are hereby repealed. Approved May 1, 1913. [No. 143.] AN ACT to define and provide for the regulation and supervision of foreign and domestic investment companies, their agents and other persons, corporations and associations, selling the stocks, bonds or other securities issued by such investment companies; to protect the purchasers of the stocks, bonds or other securities issued by such investment companies; and to prevent fraud in the sale thereof; to create a commission to administer the provisions of this law; and to provide penalties for the violation thereof. The People of the State of Michigan enact: vestment com vestment SECTION 1. Every corporation, every co-partnership, or Domestic incompany, and every association (other than municipal or gov- pany, what ernmental corporations, State and national banks, trust com- known as. panies, building and loan associations, and corporations not organized for profit) organized or which shall hereafter be organized in this State, whether incorporated or unincorporated, which shall either by itself, or by or through others, sell or negotiate for the sale of any stocks, bonds or other securities issued by it within the State of Michigan, shall be known for the purposes of this act as a domestic invest- . ment company. Every such corporation, co-partnership, com- Foreign inpany or association organized in any other state, territory company. or government, or organized under the laws of any other state, territory or government, shall be known for the purposes of this act as a foreign investment company. The provisions of this act shall not apply to commercial paper or other evidence of indebtedness running not more than nine months, nor to the stocks, bonds or other securities of quasipublic corporations, the issue of whose securities is supervised and regulated by the public service board or commission of any state or territory of the United States; or any foreign government; nor to bonds of the United States, or any state or territory of the United States; or any foreign government; nor to the bonds of any city, county, township, village, school district or other public taxing sub-division of any state Documents, when to file. Articles of association, etc., when to file. or territory of the United States; nor to mortgages upon real property situated within this State where the entire mortgage is sold and transferred with the notes secured by such mortgage; but the sale or negotiation for the sale of corporate bonds secured by mortgage upon real property shall not be within any of the above exceptions, but shall come within the purview of this act. SEC. 2. Thirty days before offering for sale or attempting to sell any stocks, bonds or other securities of its own issue, other than those specifically exempted in this act, to any person or persons, within this State, every such investment company, domestic or foreign, shall file in the office of the Michigan Securities Commission, hereinafter provided for, together with a filing fee as hereinafter provided, the following What to show. documents, to-wit: A statement showing in full detail the plan upon which it proposes to transact business; a copy of all contracts, stocks, bonds or other instruments which it proposes to make with, or sell to, its contributors or customers; a statement which shall show the name and location and head office of the investment company, the names and addresses of its officers, and an itemized account of its financial condition and the amount of its assets and liabilities; and such other information touching its condition and affairs as the Michigan Securities Commission hereinafter provided for, may require. If such investment company shall be a copartnership or an unincorporated association, it shall also file with the Michigan Securities Commission, a copy of its articles of co-partnership or association, and all other papers pertaining to its organization, and if it be a corporation organized under the laws of Michigan it shall also file with the Michigan Securities Commission, a copy of its articles of incorporation, constitution and by-laws, and all other papers pertaining to its organization. If it shall be an investment company organized under the laws of any other state, territory or government, incorporated or unincorporated, it shall also file with the Michigan Securities Commission a copy of the laws of the state, territory or government under which it exists or is incorporated, and also a copy of its charter and the certificate of the proper officer of such state showing that it is authorized to transact business therein; and also copies of its constitution and by-laws, and all amendments of any of the above mentioned instruments which have been made, and all other papers pertaining to its organization. The filing fee herein before provided for shall be one-tenth of one per cent upon the face value of the securities for the sale of which application is made: Provided, however, That said filing fee shall not be more than one hundred dollars, nor less than ten dollars. Filing fee. Proviso. How papers verified. SEC. 3. All of the above described papers shall be verified by the oath of a member of the co-partnership or company, if it be a co-partnership or company, and by the oath of a duly authorized officer, if it be a corporation or an unincorporated association. All such papers, however, as are recorded or are on file in any public office shall be further certified by the officer of whose records or archives they form a part, as being correct copies of such records or archives. SEC. 4. Every foreign investment company before offering Service of for sale any of its stocks, bonds or other securities in this process, etc. State shall also file its irrevocable written consent that suits and actions may be commenced against it in the proper court of any county in this State in which a cause of action may arise or in which the plaintiff may reside, by the service of any process or pleadings authorized by the laws of this State, on the Commissioner of the State Banking Department, said consent stipulating and agreeing that such service of such process or pleadings on such commissioner shall be taken and held in all courts to be as valid and binding as if due service had been made upon the company itself, and said instrument containing such consent shall be authenticated by the seal of said foreign investment company, and by the acknowledged signature of a member of the co-partnership or company, if it be a co-partnership or company, or by the acknowledged signature of the president and secretary of the incorporated or unincorporated association, if it be an incorporated or unincorporated association, and shall in such case be accompanied by a duly certified copy of the resolution of the board of directors, trustees or managers of the corporation or association, authorizing the secretary and president to execute the same. securities SEC. 5. There is hereby created a commission to be known Michigan as the Michigan Securities Commission, whose duty it shall commission, be to administer and provide for the enforcement of all the duty, etc. provisions of this act. Said Michigan Securities Commission shall consist of the Commissioner of the State Banking Department, who shall be president thereof, the State Treasurer of the State, who shall be secretary thereof, and the Attorney General of this State, all of whom shall be members of the said Michigan Securities Commission during their respective terms of office, and any two of whom shall constitute a quorum. It shall be the duty of said Michigan Securities Commission to convene at the office of the Commissioner of the State Banking Department as soon as this act takes effect, and make all needful rules and regulations for carrying into effect all the provisions of this act. The office of said com- Office. mission shall be in the office of the Commissioner of the State Banking Department, and all the records of said commission shall be there kept. Said commission shall keep a complete record of all its meetings, and of all its accounts, and the business it transacts. It shall provide for regular meetings Meetings. of the commission which shall be held as often as once in each month, and shall hold special meetings upon the call of its chairman. It shall have power to demand from any investment company seeking to come under the provisions of this Examination of company, etc. to pay. act, any further information other than such investment company is required to furnish under the provisions of this act, which shall be necessary to the end that said securities commission may be put in possession of all facts and information necessary to qualify it to properly pass upon all questions that may come before it. It shall be the duty of said Michigan Securities Commission to examine the statements and documents filed in its office by any investment company, and if said commission shall deem it advisable it shall make or have made under its direction a detailed examination of such investment company's business and affairs, which examination Expense, who shall be at the expense of such investment company as herein provided, and if said commission finds that such investment company is not solvent or that its articles of incorporation or association, its constitution or by-laws, or its proposed plan of business are not fair or that its proposed contracts, stocks, bonds or other securities are fraudulent or are of such a nature that the sale of such contracts, stocks, bonds or other securities would in all probability work a fraud upon the purchaser thereof or if said commission finds that the securities of said company are of such a nature and character that their purchase would in all probability result in loss to the purchaser, then said Michigan Securities Commission shall within thirty days notify such investment company by registered mail of its findings, and it shall be unlawful for such company to do any business in the way of selling or offering for sale any such contracts, stocks, bonds, or other securities in this State, and said contracts, stocks, bonds, or other securities shall not be sold in this State: Provided, however, That said investment company may change its articles of incorporation or association, its constitution and bylaws, its proposed plan of business, its proposed contracts, stocks, bonds or other securities and its general financial condition, and file documentary evidence of such change with said commission and again list its contracts, stocks, bonds, and other securities with said commission, whereupon said commission shall have and exercise the same power and authority conferred upon it in the original instance. All expenses paid or incurred and all fees or charges received or collected for any examination of any investment company made under the provisions of this act shall be recorded in detail by the commission in its office. Proviso. Stocks, etc., may sell, etc. SEC. 6. It shall not be lawful for any investment company, when company either as principal or agent, or either by itself, or by or through others, to sell or offer for sale, or to negotiate for the sale of any stocks, bonds, or other securities issued or to be issued by it, within this State, until thirty days after it shall have filed all papers and documents in this act provided for, or which shall be required by the Michigan Securities Commission and shall have fully complied with the requirements of this act; nor shall it be lawful for any such investment company to transact business on any other plan than |