Taft v. Chapel , 146 Mich. 115 ( 1906 )

Ostrander, J.

{after stating the facts). In Re Angell, 131 Mich. 345, it was not conceded by counsel for the receiver that the proceeding was governed by chapter 300, 3 Comp. Laws, but was contended that it was governed by the provisions of the act under which the corporation was organized, viz., Act No. 187, Pub. Acts 1887 (2 Comp. Laws, §§ 7497-7529)', and the question whether the receiver’s salary should be fixed according to the organic act was not' determined. I understand it to be now conceded that the proceedings to wind up the affairs of the corporation were begun and continued to the point of appointing a receiver and making the assessment upon members under authority of the provisions of chapter 300. Eeference to that statute will*discover that the judicial proceedings for voluntary dissolution of a corporation begin with a petition, upon the filing of which an order is made requiring all persons interested in the corporation to show cause why the same should not be dissolved at some time and place to be specified “not less than three months from the date thereof.” See 3 Comp. Laws, § 10855. The only service of notice of this order which is provided for is by publication of its contents once in each week for three successive weeks in a designated newspaper. No other or further notice is required to be given to stockholders before the question of insolvency is determined, and in case insolvency is found, the appointment of a receiver is made. The statute order and the statute publication thereof are therefore necessary and jurisdictional steps so far as subsequent proceedings are concerned. The two months’ order made was clearly insufficient. It had no force or validity, and by it the proceeding was not advanced. The order made and entered on September 22, 1896, nunc pro tunc September 1, 1896, did not, from its entry, allow three months before rule day. It is argued that it was published for three successive weeks after September 22d and before the rule day and that, as the statute does not require publication to begin at any time and as publication is the essential thing, no one was injured. This argument would sustain jurisdiction in a case where the order was made just three weeks before rule day nunc pro tunc a date three months before rule day. The statutory formula for the order is that the rule day shall be not less than three months “from the date thereof.” The order and notice are in the nature of a substitution for process, a constructive notice of legal proceedings. Courts have uniformly ruled in cases of like character in favor of strict compliance with statute provisions.

No other question is presented by the appellant. The judgment is affirmed.

Carpenter, 0. J., and McAlvay, Hooker, and Moore, JJ., concurred.