Alan v. Wayne County

Williams, J.

Defendants sought approval for their stadium bonds which could eventually cost the county $371,000,000 on the legal theory:

That Wayne County not the Tigers will be the actual user of the new stadium; 1

That Wayne County can go ahead and build the new stadium even though neither the Tigers nor any one else will ever play there; 2

That Wayne County has to pay rent for the stadium for 50 years even though there was a *234 "failure to complete the stadium” or the "destruction of any part or all of the stadium”; 3

That tax bonds are called revenue bonds; 4

That Wayne County can issue tax bonds without a vote of the people; 5

That there is no limit as to the millage Wayne County can raise "to provide the funds necessary to pay said annual rental in anticipation of which these bonds are issued” nor is there any limit to the amount of debt Wayne County can incur in taxing to raise such funds. 6

This Court finds these propositions to be untenable in regard to revenue bonds under Acts 31 and 94. We have been referred to no court in this country which has approved "revenue bonds” on similar facts under similar law on the basis of such a theory. In fact, defendants’ own expert, who helped put together many other stadiums around the country, testified the financing plan here is unique in the entire country. 7 This Court is asked to hold that the county can tax without millage or debt limitations and without a vote of the people, based on a legal theory that justifies Wayne County building a stadium whether or not there *235 are any paying customers to use and pay for it. This we cannot do under law.

This is another chapter in the efforts of civic and governmental leaders in pursuit of a worthy goal to avoid constitutional and statutory taxpayer protections in the form of spending and debt limitations in order to undertake new projects. The law was pushed not to, but beyond the breaking point. The Municipal Finance Commission as the agency of government created to examine the ability of local government to carry its financial load, for the security of the bond buyer and for the rights of the taxpayer, confused by a novel and ambiguous problem, momentarily stood up to the challenge, then gave way to the rush for what they thought desirable ends at any cost.

The confusion in this bond structure is evident throughout this case. The Stadium Authority advertised the stadium bonds to the taxpayers and public of Michigan as revenue bonds but advertised them to the bond buyers as bonds backed by the obligation of Wayne County to tax without limit. 8

Even the bonds themselves on the one hand read:

"Each Bond of said series is a self-liquidating revenue Bond, is not a general obligation of said Authority or of said County, and does not constitute an indebtedness of said Authority or of said County * * * .” 9

But on the other hand read:

"[T]he obligation to pay said annual rental is a general obligation of the said County of Wayne which is authorized and obligated by law to levy an ad valorem *236 tax on all taxable property within the said County, without limitation as to rate or amount, to provide the funds necessary to pay said annual rental in anticipation of which these Bonds are issued.” 10

The schizophrenic structure of this bond issue was so confusing, not only to the public but to lawyers and judges in this case, that the plaintiffs argued the case, and the trial judge based his first decision on the theory that since the bonds were revenue bonds the Tigers contract should but didn’t bear its fair share of the costs of amortizing and operating the stadium, 11 but the defendants said, "Gentlemen, sorry, but you just don’t understand, these bonds can be perfectly good without the Tigers or any other stadium user paying a red cent, because the county wants to use the stadium all by itself and has agreed unconditionally to pay the fixed rental which pays the $371,000,000 principal and interest 12 to liquidate the bonds.”

This effort to treat tax bonds as revenue bonds has raised a number of serious and important technical issues. Some of these issues involve areas *237 relatively untouched even by previous penetrating judicial review. The principal issues involved are:

1. Do Acts 31 13 and 94 14 singly or jointly authorize stadium bonds as revenue bonds or otherwise where the non-user county covenants to permit bondholders to enforce directly the county’s full faith and credit tax obligation to the Authority to pay a "rental” equivalent to the principal and interest on the bonds and where the revenue and revenue producing capacity of the one actual and other potential users are claimed to be of no legal consequence? (Parts II, pp 244-246, III, pp 246-253, IV, pp 253-268.)

2. What is the impact of Const 1963, art 4, § 25 requiring sections of acts altered or amended to be reenacted and republished at length on portions of Act 31 that may alter or amend Act 94 or other acts? (Part V, pp 268-288.)

3. Do constitutional and statutory debt limitations affect the just described stadium bonds or true revenue bonds in any way? (Part VI, pp 288-314.)

4. Do constitutional and statutory millage limitations affect the just described stadium bonds or true revenue bonds in any way? (Part VII, pp 314-317.)

5. Does the stadium bond issue relate to a "public purpose?” (Part VIII, 317-323.)

6. Would the stadium bond issue violate Const 1963, art 9, § 18 "[t]he credit of the state shall not be granted to, nor in aid of any person, association or corporation, public or private, except as authorized in this constitution,” if the Tigers, as alleged, *238 paid less than they should have for their sublease? (Part IX, pp 323-330.)

7. Were the notices given constitutionally sufficient? (Part X, pp 330-355.)

8. Other issues. (Part XI, p 356.)

I.

FACTS.

Wayne County on August 20, 1970, established a Stadium Authority under Act 31 to construct a stadium. On September 23, 1971, the county approved a lease 15 of the proposed stadium from the Authority to the county. In that lease the county made three significant covenants. First, the county obligated its full faith and credit to pay a "Fixed Rental” to the Stadium Authority for the stadium equivalent to the debt service of $371,000,000 on a bond issue which the Authority was to issue. 16 Second, the county covenanted that the bondholders should have the power to enforce the covenants in the Lease, including the county’s covenant of its full faith and credit to pay the fixed rental equivalent to the debt service. 17 Third, the county unconditionally covenanted to pay that fixed rental whether the stadium was completed, destroyed, or whatever. 18

The county thereupon delegated the operation of the stadium to the Stadium Authority with the duty to sublease. 19 After instituting, but before *239 closing bond negotiations, the Stadium Authority for itself and the county arranged a sublease with the Tigers for the use of the stadium. 20 The county and the Stadium Authority approved this lease March 2, 1972. The proceeds from the Tiger lease were, to be payable to the Stadium Authority. 21

On March 28, 1972 the Wayne County Stadium Authority Lease, the bond ordinance issued pursuant thereto, the Tiger sublease, data supporting the financial feasibility of the stadium because of Tiger baseball games, other events, concessions, etc., were acted on by the Municipal Finance Commission which after hearing its staff and others voted approval for the stadium bond issue under Acts 31 and 94. 22

In opening that meeting, the Chairman of the Municipal Finance Commission called on the staff for comment. James F. Marling, Director, Municipal Finance Division, replied:

"I am not ready to recommend approval of this item. * * * I think the two problems deal primarily with the potential revenues from the baseball and the potential revenues from the other events as outlined in my *240 memorandum. I see nothing that changes that. It is a drain on the County’s general fund, the drain is very real.”(Emphasis added.) 23

Subsequently, an Assistant Attorney General assigned to the project made the following comments among others:

"The effort of the staff has been to develop a basis upon which the commission may approve this project if it sees fit to do so despite the formative legal problems which center around the potential drain upon the Wayne County general fund which at the moment is in a deficit position according to our files and people who spoke on it last week.* * * With respect to the more serious legal objection this I think relates to the potential drain on county general funds and the duty of the MFC to make sure that debt service on this issue as it is approved will not unduly burden the underlying community. We have obtained from bond councel their consent to take out of the form ofthe bond the reference contained therein of which in our opinion would have made the bonds in effect general obligation bonds of the County and as included in the order and notice of the sale that we have recommended to the commission, if it sees fit to approve, we have built in reference to the language which would preserve the revenue nature of the project. Finally, we recommend inclusion in the order of the language requiring the county which is the principal of the authority under the River Rouge case, the authority being agent in issuing these bonds, a requirement that the county rehabilitate its general fund; that it make periodic reports to the MFC during the life of the bond regarding the condition of the general fund — that it make reports to the MFC concerning the payment of rental to the authority, such showing to include a disclosure of the source of the funds; and finally, that before levying any special ad valorem tax for this project which would be a drain on county general funds over and above the millage limitation the county report its inten *241 tion to do so to the MFC and obtain an order from the commission determining the necessity thereof. Now with respect to this provision, I want to be very clear that in the event somewhere down the line ofthe maturity schedule if all our sales and the debt service could only be met by levying a tax upon the county, article I, section 10 of the federal constitution would require that the bondholder would have the debt service. In the hands of the bondholder these bonds will be unlimited tax bonds. The thrust of the requirement which we propose in the order goes to the control of the debt service procedures and habits of the county in coming up with the money for the rent to the authority. This we can and should control. This I think is a brief presentation of the staff position which is and has been designed to make available to the commission a method of approving the bonds while protecting the taxpayer.” (Emphasis added.) 24

In that order approving the bond issue, the Commission required that before any taxes are levied for the payment of the fixed rental, the county secure permission therefor from the Commission. 25 However, the Attorney General, referring to this requirement subsequently on March 29, 1972, said:

"The language does not affect the security of the bondholder, in whose hands the bonds are unlimited tax bonds * * * .” 26

*242 The Director of the Municipal Finance Commission was concerned that the baseball and other revenues would be insufficient to meet the financing costs. The discussion by the Attorney General’s staff revealed an internal ambivalence about the bonds because changes were recommended to "preserve the revenue nature of the project” but at the same time there was concern about the level of the county’s general fund, the possibility that any special ad valorem tax levy for this bond project might exceed the millage limitation and the clincher that "in the hands of the bondholder these bonds will be unlimited tax bonds.”

In due course after the Municipal Finance Commission approval of the project, the bonds were advertised on March 30, 1972 27 and Halsey Stuart won the underwriting bid with delivery for June 19, 1972.

Plaintiffs on April 18, 1972 brought suit under the Public Securities Validation Act 28 to test the validity of these public securities and to pray for the issuance of an injunction restraining the delivery of the bonds and construction of the stadium. At show cause on April 28, 1972, the trial judge refused to issue an injunction but did order the defendants not to deliver the bonds to the low bidder without seven days notice to the court and plaintiffs.

On May 18, 1972, Governor Milliken in an Executive Message to this Court noted that at a pretrial hearing on May 12, 1972, before the Honorable Blair Moody, Jr., the trial judge in this case, "the parties indicated that the pleadings currently *243 on file are satisfactory; consequently, the matter is at issue.” The Governor submitted three questions for certification relating first to whether the bond issue which obligates the county’s full faith and credit to discharge its lease obligation comprises a "public purpose” and second, whether there is a public grant of credit for a private purpose and third whether constitutionally there are adequate statutory standards. 29

This Court responded to the Governor’s request on May 24, 1972 by assuming appellate jurisdiction, 30 and ordering the trial judge to "[m]ake his *244 findings of fact and conclusions of law and file the same with this Court by June 1, 1972.” We also ordered briefs by May 31, supplemental briefs by June 7 and oral argument on June 8.

The Honorable Blair Moody, Jr. duly filed his findings and opinion on June 1, holding the bond issue invalid because the Tiger contract did not carry its proportionate share of the bonded indebtedness and to the extent it failed to be proportional the county was lending its credit to a private person. He issued a permanent injunction against delivery of the proposed stadium bonds. On June 7 he filed "Supplementary conclusions” holding the bond issue illegal because Acts 31 and 94 require revenue bonds, whereas the stadium bonds "are not presently 'self-liquidating’ bonds.”

This Court issued a unanimous memorandum order on June 16, 1972 affirming the trial court with opinion or opinions to follow. 31

II.

DO THE WAYNE COUNTY STADIUM AUTHORITY BONDS QUALIFY UNDER ACTS 31 AND 94, SINGLY OR JOINTLY?

*245 It is elementary that a county has only such powers as have been granted to it by the Constitution or the state Legislature. Const 1963, art 7, § 1; art 7, § 8. 32 One such power granted by law is that of incorporating building authorities as provided in Act 31. Another power is that of issuing bonds which in particular needs to be spelled out. Const 1963, art 9, § 13. 33 As a consequence, it is essential to examine Acts 31 and 94 under which the Stadium Authority (incorporated by the county) in this case attempted to issue the bonds to see whether the Stadium Authority can issue the type of bond here in question.

This Court has already held that some kinds of public improvement bonds issued by an authority are authorized by § 11 of Act 31, Rude v Muskegon County Building Authority, 338 Mich 363 (1953); Walinske v Detroit-Wayne Joint Building Authority, 325 Mich 562 (1940). 34 Act 94 from its inception in 1933 has included "stadiums” among the defined "public improvements” in § 3(b). 35 Act 31 was amended specifically for this project in 1970 to include "stadiums.” 36 So the real issue is not *246 whether the Stadium Authority can issue stadium bonds, but what kind of stadium bonds it is authorized to issue.

III.

1933 PA 94 (REVENUE BOND ACT) NO SUPPORT FOR STADIUM BONDS.

Section 7 of Act 94 37 provides for the issuance of bonds for public improvements including stadiums. Pertinent here is the description and limitation of the type of bond that can be issued that is found in the first sentence of § 7(2) which follows:

"(2) The principal of and interest upon such bonds shall be payable, except as hereinafter provided, solely from the net revenues derived from the operation of the public improvement * * * .” (Emphasis added.)

The words "derived from the operation” are the critical ones. The only kind of bond Act 94 authorizes is one which is paid off by "revenues” which are derived from the "operation” of the proposed public improvement which in this case is the proposed stadium. 38

*247 Since by § 5 of the Wayne County-Wayne County Stadium Authority Lease, "[t]he County * * * shall operate * * * the Stadium * * * ” or "enter into an operating agreement or sublease with the Authority or others for the operation * * * of the Stadium,” 39 any revenues derived from the operation of the stadium are revenues paid to the county or the Authority, and not so-called "revenue” paid Ay the county.

In other words, the statutorily approved revenues come from those who actually use the stadium for sports or other events — the revenues paid by the Tigers, for example.

That this is a correct interpretation of the source of the revenues derived from the operation of the stadium is further borne out by the definition of "Stadium Revenues” in the Operating Agreement between the County and the Stadium Authority, § l(p) of the Operating Agreement reads in part as follows: 40

"The term 'Stadium Revenues’ means all income, receipts and revenues derived from the operation or ownership of the Stadium or from the facilities of the Stadium of any nature whatsoever, including, but not limited to, rental payments, user fees and charges, concession fees, parking fees and any payments received by the Authority or the County pursuant to a contract or sublease entered into by the Authority in accordance with Paragraph 2 of the Operating Agreement, and shall also include Supplemental Receipts.”

The conclusion to be drawn from this is that Act *248 94 authorizes a county to issue bonds the source of payment for which must be "solely from [the] net revenues derived from the operation of the public improvement” which translated to the stadium bond issue refers to the "stadium revenues” derived from the Tigers or similar users. 41 Since the proposed stadium bond issue is based on the "Fixed Rental” paid by the county rather than the revenues paid to the county, the proposed stadium bond issue is not authorized by Act 94.

Defendants Argue County ”Is the 'user ’ of the stadium”

Defendants, in attempting to meet plaintiffs’ argument that the Authority provides "free use or free service” to the county and that the county is not guilty of itself granting "free use or free services,” tried to make the point that the county "is the 'user’ of the stadium, in the Act 94 sense.” Defendants’ brief states:

"Section 8 of Act 31, provides, in the first two sentences as follows:

" 'Sec. 8. The authority and any incorporating unit or units shall have power to enter into a contract or contracts whereby the authority will acquire property contemplated by the terms of this act and lease the same to the incorporating unit or units for a period not to exceed 50 years. The consideration specified in such contract for such use shall be subject to increase by the authority if necessary in order to provide funds to meet its obligations.’

"Since the Authority is the issuer of the revenue bonds, and since the Authority has power only to acquire the Stadium and lease it to the County, the only revenues the Authority can anticipate to pay its *249 revenue Bonds are the rentals under the Lease. Thus, the Lease is the basic document from which springs the power of the Authority to issue its revenue Bonds.

"When correctly analyzed, as above stated, it is clear that the County, not persons attending or promoting events, is the 'user’ of the Stadium, in the Act 94 sense, and for this use the County pays the rentals specified in the lease (Fixed Rental — more than $9,000,000 per year) all expenses of operation and maintenance (about $4,000,000 per year). No free use or free service is provided the County by the Authority and the rates for services are the lease rental required to be paid by the County pursuant to the Lease which have been fixed precedent to the issuance of the Bonds.” (Defendants’ brief, p 23-24.)

Defendants’ argument is faulty for three reasons. First, his "use” reference is out of context, particularly in view of the full text of § 8. Second, the Legislature by amending Act 31 in 1970 specifically distinguished between where the county is and is not (as here) a "user”. Third, the reasons in our own analysis show who is the true "user”.

First, defendants in quoting only the first two sentences of § 8 of Act 31 failed to tell the whole story. There is more "use” in § 8 than defendants permitted to be seen. Quoted hereafter is the pertinent part of § 8 with that portion quoted by defendants in brackets: 42

["Sec. 8. The authority and any incorporating unit or units shall have power to enter into a contract or contracts whereby the authority will acquire property contemplated by the terms of this act and lease the same to the incorporating unit or units for a period not to exceed 50 years. The consideration specified in such contract for such use shall be subject to increase by the authority if necessary in order to provide funds to meet its obligations] * * * With the consent of the authority * * * any incorporating unit * * * may sublease the property * * * or may contract for the use of the *250 or * * property * * * by any 1 or more persons, firms corporations * * * . Where any stadium * * * is * leased * * * for the use thereof by * * * any owner of a franchise in any professional sports * * * constitutes a benefit to and a legitimate public purpose of such incorporating unit * * * .” (Emphasis added.)

From the italicized portions of § 8 it is immediately apparent that "use” appears three times not just the one time quoted in defendants’ brief.

The first appearance — "[t]he consideration specified in such contract for such use”— does indeed refer, as defendants say it does, to the Lease between the Authority and the county. But what it specifically refers to is the consideration in that Lease and that it may be raised. Section 8 is not a section authorizing bonding and this particular employment of the word "use” does not constitute it a definition of "use” in the bonding part of § 11 of Act 31. 43

"Consideration * * * for such use” might be "payments made under any lease or contract for the use of such property” or it might not be. It would be if the county actually used the public improvement as an office building or courthouse as in Walinske . It would not be if the county set up an authority with a lease back and a lease to a factory as in the Gaylord case, 44 where the "payments made under any lease or contract for the use of such property” would be from the private corporation not the county.

In any event the specific meaning of the term *251 "use” above must be considered in connection with the two other appearances below of the word "use”.

The second appearance of "use” refers to a sublease and an actual use by "persons, firms or corporations” like the Gaylord case. This would be a § 11 "use of such property.”

The third appearance of "use” perfectly describes the Tiger contract and would be a revenue bond use. If these were the revenues looked to in this case, which they are not, the stadium bonds would be valid self-liquidating bonds under § 11.

To summarize, defendants’ reference to the word "use” in the first two sentences of § 8 is at best ambiguous and not at all persuasive, particularly when viewed in conjunction with the other two appearances of the word "use”, where the meaning refers clearly to the ultimate user and not to the county.

Second, as a matter of fact, 1970 amendments of Act 31 45 to include stadiums recognized that whereas prior to such amendments the public improvement was "for the use of any county,” thereafter the public improvement might be for the "use” of some ultimate user such as the Tigers and for the "benefit” of the county.

Italics show such amendments in the named sections:

Title: "for the use or benefit of any county”

"for the use or benefit of any city”

Section 1: "for the use for any legitimate public purpose of the county”

Section 2: same as § 1 except for cities, etc.,.

It is important to notice that while the Legislature amended the title and § 1 and § 2 to preserve *252 the public purpose of a stadium even if the county itself was not a "user of ’ it, the Legislature did not amend the self-liquidating revenue bond "use of” requirement in § 11. In other words, while the Legislature opened up Act 31 to permit the Authority either to "use” the public improvement itself or to sublease the public improvement to ultimate actual "users of’ and still preserve the public purpose of the public improvement (here stadium) the Legislature maintained and held inviolate the true self-liquidating revenue character of the § 11 bonds.

The county is, under Act 31, §§ 1 and 8, a "user for” a public purpose but it is not, in this case, a "user of’ the stadium in Act 31, § 11.

There is a further reason why the stadium bonds are not authorized by Act 94. The stadium bonds are backed by the full faith and credit of the county. Act 94 provides for only one type of full faith and credit bonds and the stadium bonds do not fall within that type.

Section 7(2) does have an exception to the pure revenue bond just considered. That exception appears in the second paragraph of § 7(2) and reads in parts as follows:

"As additional security for the payment of such bonds used to finance the local share of projects which receive more than 25% of financing from federal or state grants, a public corporation * * * may include * * * a pledge of its full faith and credit for the payment of principal and interest on such bonds.”

No claim has been made by defendants that the stadium bonds qualify under this exception. And for good reason. This project on the record has received no Federal or state "grant”. Nor do we have judicial notice of any. It has not been argued *253 that the hotel/motel tax act ( 1971 PA 232 ; MCLA 141.851 et seq.; MSA 5.3194 [361] et seq.) is a "grant”. All it does is authorize the county to levy a tax after the sale of the stadium bonds. Nor has it been argued that 1972 amendment to the racing act ( 1972 PA 5 ; MCLA 431.42-431.44; MSA 18.966[12]-18.966[14] provides a grant. It provides for an annual share of racing funds, which is not a grant, but at the most an expectancy dependant upon the continued existence of the act for the lease term of 50 years and of the horse track or tracks during that time and their developing sufficient revenues to pay off this and other transfers.

As our statement of the facts indicated, in the stadium bond issue the county made "a pledge of its full faith and credit for the payment of principal and interest on such bonds.” Since the project had not received "more than 25% of financing from federal or state grants,” the county was not authorized to add its full faith and credit to "bonds payable * * * solely from such net revenues derived from the operation of the public improvement.”

On the principle of expressio unius est exclusio alterius, this is another reason why the stadium bonds do not qualify under Act 94. Sebewaing Industries, Inc v Village of Sebewaing, 337 Mich 530, 545 (1953).

IV.

1948 PA (1ST EX SESS) 31 (BUILDING AUTHORITY ACT) ALONE OR WITH 1933 PA 94 NO SUPPORT FOR STADIUM BONDS.

Section 11, Act 31 provides:

[a] "[T]he authority may issue self-liquidating revenue *254 bonds in accordance with and subject to the provisions of Act No. 94 of the Public Acts of 1933 * * *

[b] "except that the bonds may be either serial bonds or term bonds or any combination thereof, as shall be determined by the authority.

[c] "Such bonds shall be payable solely from the revenues of such property, which revenues shall be deemed to include payments made under any lease or contract for the use of such property.

[d] "Where and to the extent that the bonds are payable from revenues derived from payments to be made pursuant to any lease or other contract obligations, the bonds shall be deemed to be issued in anticipation of contract obligations and such obligations shall be deemed to be contract obligations in anticipation of which bonds are issued, within the meaning of section 6 of article 9 of the constitution.” (Bracketed a, b, c, d added for convenience herein.)

[a] "Self-liquidating revenue bonds * * * Act No 94”

That part of § 11 included in [a] above provides "the authority may issue self-liquidating revenue bonds in accordance with and subject to the provisions of Act No. 94 of the Public Acts of 1933”. Part [a] of § 11 does not authorize the stadium bonds for two reasons. First, the stadium bonds, as we have seen, are not "self-liquidating revenue bonds”. Second, the stadium bonds, we have just held, are not "in accordance with and subject to the provisions of Act 94.”

Nothing in [a] therefore authorizes the stadium bonds.

[b] "[EJxcept that the bonds may be either serial * * * or term * * * .” Defendants’ claim this authorizes a different bond from Act 94.

On argument defendants try to reason that § 11 evidences an intent to create a different kind of bond by this "exception” to § 7(2) of Act 94 and in *255 support they point out differences between § 11 and certain sections of Act 94. We will deal fully below with the question of whether "exceptions” can be lawfully created in this manner but for now, assuming they could, we believe defendants argue a non sequitur.

First, defendants point to sentence [b] above and point out that it allows "either serial or term bonds or any combination thereof,” while Act 94, § 7(2) allows only "serial” bonds. In addition to what we have said above that everything in sentence [a] points to a conclusion that no "exception” is created and assuming this method of creating an exception is lawful, the very sentence defendants point to cuts against their argument.

Sentences [a] and [b] say the bonds shall be issued "in accordance with and subject to the provision of Act 94 * * * except that the bonds may be either serial or term bonds.” Here, it is true, an intent and attempt to create an "exception” is evident. There is, however, no further statement in sentence [b] to the effect that:

"If revenue bonds are issued under [Act 94] they shall be payable solely from revenues pledged for their payment as provided in this act”

nor any statement that:

"the charges and rates for service * * * under section [8] of this act shall be sufficient to satisfy the provision of [Act 94]”

nor is there any statement that:

"the term 'revenues of the project’ * * * means revenue derived from contract with municipalities * * * .”

The above quoted "exceptions” are from the *256 joint sewage authority act, 1955 PA 233 , §§ 4(f), 12, and 12(b)(2); 46 MCLA 124.284(f), 124.292, 124.292(b)(2). Here the legislative intent to create an exception to Act 94’s § 7(2) definition of "revenue derived from the operation” is clearly expressed. If the Legislature intended by sentence [b] above of Act 31’s § 11 to create such an "exception” the method to describe this intent was available in 1955 PA 233 and a multitude of similar expressions in others acts. 47

The failure of the Legislature to incorporate *257 these specific usages of other acts only provides further evidence that no new type bond exception to Act 94 was intended beyond adding term or combination bonds to serial bonds. Also, this latter speciñc exception in Act 31 to the bond type provided in Act 94 read against the absence of any specific exception for "revenue” calls into play once again the principles quoted in Sebewaing Industries:

"' "It is well established rule of statutory construction that where powers are speciñcally conferred they cannot be extended by inference, but the inference is that it was intended that no other or greater power was given than that specified.” ’ ” 337 Mich 530, 546 . (Emphasis added.)

If part [b], or [d] later considered, were authority in whole or in conjunction with other language for the issuance of full faith and credit bonds under Act 31 that subject should appear in the title of Act 31. However, the only bond section of the title of Act 31 reads: "to provide for the issuance of revenue bonds by such authorities”. Obviously the title of Act 31 does not include the concept of bonds other than revenue bonds, or bonds provided for in Act 94.

It is to be noted that when Act 94 was amended to permit an exception to revenue bonds and allow the pledging of full faith and credit where there is more than a 25% Federal or state grant, the title to the Act was appropriately amended as follows:

"[T]o provide for a pledge by public corporations of their full faith and credit for payment of the bonds }Jc * *

The net result of all these interpretative factors is that defendants’ argument that Act 31 contem *258 plated any other than the revenue bond described in § ll[a] and in Act 94 § 7(2) is invalid.

[c] "Such bonds * * * payable * * * under lease or contract for the use of such property”. Defendants’ contention "lease” refers § 8 "lease”.

That part of § 11 included in [c] above emphasizes two things: First, "fsjuch bonds shall be payable solely from the revenues of such property”. (Emphasis added.) Second, "[w]hich revenues shall be deemed to include payments made under any lease or contract for the use of such property.” (Emphasis added.)

There are two critical points. First, the words "such bonds” in the first phrase. "Such bonds” obviously refers to the bonds in the previous sentence. "Such bonds,” therefore, are the kind that may be issued under Act 94, which are "payable * * * solely from [the] net revenues derived from the operation of the public improvement”. This then fills out the meaning of the "revenues of such property”, particularly since there is no definition of "revenues” in Act 31, the definition of revenues in Act 94 having already been incorporated by reference in § ll[a]. Since the stadium bonds are not "payable * * * solely from [the] revenues derived from the operation” of the public improvement but by the county as a "Fixed Rental” the first clause in part [c] does not authorize the proposed stadium bonds.

The second clause in part [c] "which revenues shall be deemed to include payments made under any lease or contract for the use of such property” likewise does not authorize the proposed stadium bonds for similar reasons. "Use of such property” certainly as between the county and the Tigers refers to the Tigers. The county is at best a con *259 duit. Our interpretation certainly is reinforced by a remark made in defendants’ supplemental brief. There they chided the trial judge for enjoining the issuance of the stadium bonds on the basis of his finding the Tiger contract invalid "because he is holding that the County and the Authority have power to acquire the stadium as a public purpose and public facility, but they lose this power if they permit a use of the stadium in the only way it can be used.’’(Emphasis added.) 48

This is not an attempt to use the defendants’ words against them but to borrow a good articulation of the most cogent reason that could be advanced. In any event such an interpretation is the only reasonable way to read both clauses of sentence [c] together; and sentence [a] and sentence [c] together to make sense. The net result is that we conclude sentence [c] does not authorize the proposed stadium bonds. (See also our discussion of "user” under Act 94 above, Part III, pp 248-252.)

Defendants’ counsel on oral argument concedes there is not specific authority in § 11 sentence [c] to change the definitions of Act 94 and § 7(2) but asks us to "infer” it from the other parts of § 11 such as the sentence [b] bond exception. This we cannot do without ignoring rational principles of statutory construction.

He then argues that since the Authority can only lease to the county under § 8, the lease or contract deferred to in sentence [c] must of necessity be the one — and only the one — with the county.

This argument, like defendants’ other arguments, does more than ask us to construe § 11 as a whole. Defendants ask us to look everywhere but the plain language of sentence [a] and [c] and in effect let the tail wag the dog. What defendants *260 ignore about § 8 is that the powers therein may be exercised whether or not bonds are issued pursuant to the enabling power of § 11 so the "leases” in § 8 are not automatically the leases in § ll. 49

In addition, the Authority, under §8, has the power and duty to review any county subleases and withhold consent if necessary. The only purpose for such a provision is to insure that the revenues paid by sublessees (when the county is not the actual user) will provide a sufficient "pledge” for bonds to be issued under § 11.

If, as defendants’ counsel argues, the subleases are completely irrelevant from the Authority’s standpoint, why the requirement that the Authority must consent to sublease? The answer is simply that the consent is a security device for the Authority and bondholders. The Authority must police the adequacy of subleases or it could not, as issuer, honestly tell bondholders that the revenue pledges from subleases will be sufficient to pay debt service. 50

[d] Defendants’ claim § ll[d] (quoted below) plus Const 1963, art 9 § 6 permits county to tax without reference to 15 mill and infers the stadium bonds are tax supported.

Since the claim that § ll[d] in conjunction with *261 Const 1963, art 9, § 6 is a key pillar to defendants’ justification of the tax supported "Fixed Rental” base of the stadium bonds, let us consider § ll[d] first through their brief. Defendants articulate their case as follows (excerpts from defendants’ brief pp 33-35):

"The legislative body of the County of Wayne (its Board of Commissioners) has determined that the acquisition and construction of the Stadium is a desirable public purpose of the County and as a result thereof has entered into the lease obligation in accordance with Section 8 of the Act. This obligation must be paid just as the rental obligation of the County under the lease of the County with the Detroit-Wayne Joint Building Authority must be paid for the City-County Building and the Frank Murphy Hall of Justice. As stated in case Betz v. Berrien County Building Authority, 12 Mich. App. 304 (1968):

" 'Const 1963, art 9, § 6 provides in the first portion of the second paragraph after a statement of the general 15-mill limitation):

"' "The foregoing limitations shall not apply to taxes imposed for the payment of principal and interest on bonds or other evidences of indebtedness or for the payment of assessments or contract obligations in anticipation of which bonds are issued, which taxes may be imposed without limitation as to rate or amount.”

" 'The language is applicable to the situation here. The county is, thus, authorized to levy annually such ad valorem taxes as may be necessary to meet its obligations to the Authority under the contractual arrangements of the parties. ’ (Emphasis supplied.) [Defendants’ emphasis.]

"Section 11 of the Act, in characterizing the nature of the obligation of the County to pay the rental to the Authority, states in part as follows:

" 'Where and to the extent that the bonds are payable from revenues derived from payments to be made pursuant to any lease or any [sic] [other] contract *262 obligations, the bonds shall be deemed to be issued in anticipation of contract obligations and such obligations shall be deemed to be contract obligations in anticipation of which bonds are issued, within the meaning of section 6 of article 9 of the constitution.’ [§ ll[d].]

"The Stadium Bonds are payable from revenues derived from payments to be made by the County pursuant to the Lease and, accordingly, the Bonds of the Authority are deemed to be issued in anticipation of contractual obligations. The reference to Article IX, Section 6, of the Michigan Constitution of 1963, is a clear legislative declaration that under the circumstances herein described the County has authority, if it is necessary to exercise it, to levy ad valorem taxes on all taxable property in the County in addition to the tax rate limitation imposed by the ñrst paragraph of Article IX, Section 6, of the Michigan Constitution. In this connection see Butcher v. Grosse He Township, et al., 387 Mich 42 (1972). The purpose of the above described language which was added to Section 11 of Act 31 was to conñrm the decision in the Betz case that the County is authorized, if necessary, to levy ad valorem taxes to pay the rental just as it could for other County obligations represented by bonds or in anticipation of which bonds are authorized to be issued. ” (Emphasis added.)

Defendants’ position certainly has the color and verisimilitude of the real thing and merits our careful consideration. Defendants’ argument must be considered from two points of view. First, it is obvious that defendants contend that Betz reads § ll[d] quoted in their brief above along with Const 1963, art 9 § 6 for the rule "that the county is authorized, if necessary, to levy ad valorem taxes to pay the rental * * ■ * .” Up to that point defendants contend that Betz authorizes Wayne County in this case to levy necessary taxes to pay the "Fixed Rental”. Second, defendants contend, it appears, that Betz stands for the rule that § ll[d] *263 with art 9, § 6 authorizes not only taxes to pay the "Fixed Rental” but to issue tax bonds. The sentence from the brief above in which we stopped short from completion reads more fully "that the County is authorized, if necessary, to levy ad valorem taxes to pay the rental [ — ] just as it could for other County obligations represented by bonds or in anticipation of which bonds are authorized to be issued.” "Taxes * * * for * * * bonds” certainly sounds as though defendants contend § ll[d] with art 9, § 6 authorize tax bonds.

Let us look, at the tax bond part first. Does § ll[d] authorize tax bonds?

There is nothing in § ll[d] which even remotely suggests authorizing a bond issue. The words "shall issue” or "may issue” do not appear. The only time the verb "to issue” is used in sentence [d] is to say that certain described "bonds shall be deemed to be issued * * * within the meaning of section 6 of article 9 of the constitution,” or outside the 15-mill limitation. Section 6, art 9 refers to "taxes imposed for the payment of principal and interest on bonds” and says the 15-mill limitation does not apply to them. It imposes no taxes. It in no way authorizes the issuance of bonds.

Sentence [d] above was added prior to the 1970 "stadium” amendments. It was added by 1968 PA 96 in what might be called the "school package”. In other words sentence [d] was incorporated with the intent that the school (governmental) use of a building would be considered a self-liquidating revenue use outside the 15-mill limitation. 51 In other words, sentence [d] was to import the actual ; occupier/user rather than being specially added for a non-user conduit such as Wayne County in *264 the stadium bond structure. This is the purpose of sentence [d].

Sentence [d] begins "[w]here and to the extent the bonds are payable from revenues derived from payments to be made pursuant to any lease or other contract * * * .” (Emphasis added.)

Following as it does two sentences one authorizing and the other describing bonds, i.e. true "revenue bonds,” "the bonds” logically refers to the bonds just discussed in the previous two sentences and says they do not come within the 15-mill limitation. This analysis makes particular sense because the immediately preceding sentence contains practically the same reference to " * * * bonds * * * payable solely from the revenues * * * which revenues shall be deemed to include payments made under any lease or contract * * * .” (Emphasis added.)

Let us now look to see whether § ll[d] authorizes a tax.

As in the case of authorizing bond issuance there is nary a word about authorizing taxes in § ll[d]. In defendants’ Brief quoted above, defendants state:

”The reference to Article IX, Section 6, of the Michigan Constitution of 1963, is a clear legislative declaration that under the circumstances herein described the County has authority, if it is necessary to exercise it, to levy ad valorem taxes on all taxable property in the County in addition to the tax rate limitation imposed by the ñrst paragraph of Article IX, Section 6, of the Michigan Constitution. ”

Furthermore, defendants quote Betz to the same effect as follows:

"The county is, thus, authorized to levy annually such ad valorem taxes as may be necessary to meet its *265 obligations to the Authority under the contractual arrangements of the parties. ” 12 Mich App 304, 312 .

Assuming § ll[d] intends to do what defendants and Betz 52 claim it does, and as it gives appearance of doing, there are two reasons why it does not.

First as my Brother Justice Black thundered in Olympian prose in his opinion concurring specially hereto (p 374):

"If anything in this welter of words is construable as empowering an appointed authority to issue bonds other than 'self-liquidating revenue bonds’, such as bonds secured in whole or in part by property taxation, that construction must fall before the title of the Act as it stands; § 24 being supremely controlling.”

Second, as Justice Cooley said in Detroit Building & Savings Association v Mok, 30 Mich 511 (1875) (discussed below):

"Alterations made in the statutes by mere reference, and amendments by the striking out or insertion of words, without reproducing the statute in its amended form, were well calculated to deceive and mislead, not only the legislature as to the effect of the law proposed, but also the people as to the law they were to obey, and were perhaps sometimes presented in this obscure form from a doubt on the part of those desiring or proposing them of their being accepted if the exact change to be made were clearly understood.”

The Act inserting § ll[d] in Act 31 offended Const 1963, art 4, § 25 if it purported to substitute full faith and credit for the normal revenue from the property as the source of payment for the authorized bonds, unless it "re-enacted and published at *266 length” any part of Act 94 as well as Act 31 amended, which in fact it did not. See Part V, infra,, pp 271-275 and 281. This is because Act 31 incorporates the revenue bond § 7(2) of Act 94 by reference (see § ll[a] p 253 et seq. supra) and therefore under Mok, supra anything in Act 31 or any act to amend Act 31 that purports "to dispense with something required by that Act, and to make some changes” offends Const 1963, art 4, §25.

In short, without offending Const 1963, art 4, § 24 requiring unity of title and text or Const 1963, art 4, § 25 requiring appropriate methods of amendment, it is not possible to read § ll[d] to authorize either tax support of the "Fixed Rental” or tax bonds. Consequently, the stadium bonds, which are tax bonds are not valid and we are unable to accept defendants’ able and vigorous contentions.

In conclusion it is clear that parts [a], [b], [c], and [d] of § 11, the operative parts of Act 31 as far as authorizing a bond issue are concerned, authorize only self-liquidating revenue bonds pursuant to Act 94 and that all of defendants’ arguments and inferences that tax bonds may be issued under Act 31 or Act 94 are without valid foundation. Therefore neither Act 31 nor Act 94 authorizes the stadium bonds which are tax bonds.

Even if we could interpret § 11 Act 31 to authorize the county to pledge its full faith and credit to pay rent, we could not hold that the county by pledging its full faith and credit to pay the rent was only doing that and not also pledging its full faith and credit to pay the bonds, thereby making them tax bonds and invalid under Acts 31 and 94.

Defendants’ theory, of course, is that the contract between the county and the Authority to pay *267 the rent and the contract between the Authority and bondholders are absolutely separate and distinct. Furthermore, they can quote Rude ( 338 Mich 363, 366 ) that there is no alter ego relationship between the county and the Authority which would "pierce the corporate veil,” as it were.

The fact of the matter is that the bondholder does look directly to the county to pay off his bonds. On oral argument Bond Counsel said "[t]he record shows [the bonds] wouldn’t have been sold at all without the good faith of the County behind them * * * .”

"Chief Justice: There’s a practical matter of looking through [the Authority] to the good faith and credit.

"Bond Counsel: That’s right * * * The Tiger Agreement wasn’t what sold these bonds nor the possibility of any other use of the stadium.”

Furthermore, we note that in Dearborn v Michigan Turnpike Authority, 344 Mich 37, 58 (1955) we held there was no alter ego where, as in Rude :

"[T]he full faith and credit of the government is not pledged and * * * the activities of the authority are not tax supported, the authority is separate from the government and autonomous.” (Emphasis added.)

See also Herman v Mobile Homes Corp, 317 Mich 233, 243 (1947), and an "agency” case, Smith, Hinchman & Grylls Associates, Inc v River Rouge Building Authority, 374 Mich 514, 519-523 (1965).

Here the county’s full faith and credit is pledged and we hold "the Authority is [not] separate from the government and autonomous” but is acting as an alter ego. This means the county is pledging its full faith and credit not only to pay the rent but also to pay the bonds, neither of which Acts 31 and 94 permit.

*268 Of course, in the stadium bond case the county has directly covenanted to give the bondholder the power to enforce the Lease contract (Lease, § 14, Trial Exhibit 2A, pp 20-21), which is another reason why the county’s full faith and credit pledge ran directly to the bondholder and was not insulated by the interposition of the Authority.

V.

AMENDMENT BY IMPLICATION. MAY ACT 31 AMEND ACT 94 AS DEFENSE COUNSEL SUGGESTS?

We have held by internal statutory interpretation that Act 31 does not amend or alter Act 94 and here we shall consider the constitutional reasons why it cannot do so in the way defense counsel urges, even if Act 31 intended to do so, viz, to permit the levy of taxes to pay off revenue bonds or the creation of tax bonds.

We begin with certain sections of Act 94 which on their face preclude its amendment by the oper-. ation of other statutes: 53

"Sec. 11. The bonds authorized hereunder shall not be subject to any limitations or provisions contained in the laws of the state of Michigan, pertaining to public corporations or in the charters of public corporations, as now in force or hereafter amended, other than as provided for in this act.”(Emphasis added.)

"Sec. 2. * * * The powers conferred by this act shall not be affected or limited by any other statute or by any charter, except as otherwise herein provided. ” (Emphasis added.)

As we have already held, Act 94 does not "provide herein” for the "exception” urged upon us by *269 defense counsel. They ask us to amend it by implication. There are constitutional reasons why we cannot do this, however, as the following provisions will indicate: Const 1963, art 4, §§ 24 and 25:

"Sec. 24. No law shall embrace more than one object, which shall be expressed in its title.”

"Sec. 25. No law shall be revised, altered or amended by reference to its title only. The section or sections of the act altered or amended shall be re-enacted and published at length.”

In brief comments above we have heretofore noted that if Act 31 authorizes the bonds here under consideration, then Act 31 embraces an object not expressed in its title and is to that extent an unlawful authorization of such bonds. We concur with and adopt as our view the views on this subject stated by Justice Black, concurring specially.

We also concur with and adopt the views of Justice Black regarding the failure of Act 31 to distinctly state the tax as required by Const 1963, art 4, § 32.

We come now to the question of Part V.

May § 11 of Act 31 lawfully amend or alter the provisions of Act 94, the Revenue Bond Act, by creating "exceptions” to it without reenacting and publishing the section or sections amended?

The question here affects not only Act 31 but many other acts in our current labyrinth of municipal finance law which amend or purport to amend the Revenue Bond Act by changing or altering its definitions and/or application. 54

Our job here is to determine the meaning and application of Const 1963, art 4, § 25:

*270 "No law shall be revised, altered or amended by reference to its title only. The section or sections of the act altered or amended shall be re-enacted and published at length.”

We have held above that Act 31 does not create the tax bond "exception” to Act 94 as defendants urge because there is no expressed legislative intent to create such exception.

Our ensuing discussion will deal with that part of § 11 which does purport to specifically create an exception (i.e. regarding serial or term bonds) and we also assume for purposes of decision what would be the case had the Legislature specifically attempted to create exceptions to Act 94 (with respect to "tax bonds”) in the manner done in other statutes, for example the joint sewage authority act referred to in Part IV above, pp 255-256.

This is not a case of so-called "amendment by implication” such as the cases which were considered and held valid in People v Mahaney, 13 Mich 481, 496 (1865) (transfer of powers from one statute to another is not an "amendment” requiring republication); Underwood v McDuffee, 15 Mich 361, 366 (1867) (overall revision of statute and system of references adding new sections with the reference number of an old one is permissible where new section is not foreign to subject indicated by title of law in which inserted); People v Wands, 23 Mich 384, 388-389 (1871) (an amending act which properly amends two sections of law may have the effect of amending by implication other parts of the same body of law); Swartwout v Mich Airline R Co, 24 Mich 388, 399 (1872) (following Wands in holding that a new statute which adds a new section to a body of law may amend by implication other sections of the same body of law); and a continuing line of cases not cited here.

*271 The cases cited above and others like them deal with kinds of "amendment by implication” held not subject to Const 1963, art 4, § 25 and its predecessors. Insofar as these previously mentioned lines of cases are distinguishable in their facts from the case presently at bar, those cases will still be the law to the extent not inconsistent with the principles enunciated in this opinion, which stem from the case of Mok v The Detroit Building & Savings Association No. 4, 30 Mich 511 (1875). In Mok there were three statutes which provided the grist of decision.

First, an act of 1853 authorized the formation of corporations for mining, smelting or manufacturing iron and "for other manufacturing purposes”.

Second, an act of 1855 authorized the formation of corporations for "building and leasing houses and other tenements”. The act of 1855 provided that corporations under that act could be formed under the provisions of the act of 1853 and these building and leasing corporations thus formed should have and possess all the rights and be subject to all the liabilities provided in the act of 1853 and any amendments thereto.

Third, an act of 1869 provided for the. incorporation of building and savings association "under the provisions” of the act of 1855.

The Court noted that it was confusing to be sent by the act of 1869 to the act of 1855 only to be told to go in turn to the act of 1853, when it would have been much less confusing and questionable if there had been a direct reference to ‘the act of 1853. This, however, was not the ground upon which this Court struck down the legislative labyrinth in question.

Assuming that the act of 1869 referred parties lawfully to the act of 1853 for the requirements in *272 organization, the Court held that it could not at the same time make changes or exceptions in the act referred to without reenacting the sections changed or modified. Describing the purported amendment of the act of 1853 the Mok Court said:

"But while the act of 1869 referred, parties in this circuitous manner to that of 1853 for the requirements in organization, it undertook at the same time to dispense with some things required by that act, and to make some changes. It provided that the articles of association need not state the amount of capital stock actually paid in; that it should be contributed in initiation fees and in weekly or monthly sums as should be provided by by-laws * * * etc.” Mok , 521-522. (Emphasis added.)

"Amendments of statutes by implication, we have held, are not forbidden by it [art 4, § 25]: People v Mahaney, 13 Mich., 481 [1865]; Underwood v McDuffee, 15 Mich., 361 [1867]. But this is not a case of that nature * * * .” Id, 522.

"The act of 1853 has been, for the purposes of building and savings associations, incorporated in and made a part of the act of1869, but with several changes and modifications, and these not made by the re-enactment of the changed or modified, but only by indicating the extent of the changes, leaving the parties concerned to fit the new act to the old as best they may. ” Id, 523. (Emphasis added.)

"What has been attempted here is, to duplicate an act, but at the same time to accommodate it by indirect amendments to a new class of cases, in disregard of the constitutional provision which requires each act of legislation to be complete in itself, and forbids the enactment of fragments which are incapable of having effect or of being understood until fitted in to other acts after by construction or otherwise places have been made for them. No such legislation can be sustained. Persons claiming such extraordinary powers and privileges as *273 some which are claimed here, should be able to claim them under legislation which is clear and unequivocal, and which leaves no doubt of the purpose of the legislature to grant them.” Id, 529 (Emphasis added.)

Const 1963, art 4, § 25 was also art 4, § 25 of the Constitution of 1850. In writing the Mok case Justice Cooley began by quoting the provision and explaining the reasons for its existence:

"No one questions the great importance and value of provision, nor that the evil it was meant to remedy was one perpetually recurring, and often serious. Alterations made in the statutes by mere reference, and amendments by the striking out or insertion of words, without reproducing the statute in its amended form, were well calculated to deceive and mislead, not only the legislature as to the effect of the law proposed, but also the people as to the law they were to obey, and were perhaps sometimes presented in this obscure form from a doubt on the part of those desiring or proposing them of their being accepted if the exact change to be made were clearly understood. Harmony and consistency in the statute law, and such a clear and consecutive expression of the legislative will on any given subject as was desirable, it had been found impracticable to secure without some provision of this nature; and as the section requires nothing in legislation that is not perfectly simple and easily followed, and nothing that a due regard to clearness, certainty and simplicity in the law would not favor, * * * .” Mok , 515-517. (Emphasis added.)

See also Clay v Penoyer Creek Improvement Co, 34 Mich 204, 208-210 (1876), a case similar to Mok where the Court had under consideration a statute providing for the appointment of commissioners by reference to another act. Parties claimed that by virtue of the referring act the appointment of commissioners could be had in a way different from the act referred to. Of this the Court said:

*274 "While we do not question the right or power of the legislature to thus refer to the provisions of another statute, and render them applicable and binding as though incorporated and re-enacted in the act under consideration, yet such a method of incorporating certain sections of previous statutes in subsequent acts, must be conñned to cases where the sections so referred to are germane to the latter act; where it will not be necessary that parties should either omit from or add important words or provisions to the sections referred to in order to render them applicable. When such changes become necessary, it is leaving to each party acting under the statute the power to change it to suit his convenience, and thus to legislate for himself. And when he has done so there is no certainty at all that the legislature, had its attention been specially called thereto, would have made like changes, or if it had, that the act would have become a law by receiving the approval of the governor." Id, 208-209. (Emphasis added.)

And in conclusion the Court summed up the rule of Mok which is still the law of this state:

’’The sections referred to must be treated as though they had been re-enacted at length in this act, and without any changes having been made therein. Had this been done, then the inquiry of the commissioners would have been limited as we have just stated. A reference merely to a section of another statute, in this manner, can no more broaden it or enlarge its scope than could its literal reenactment in the new statute in the place it was designed to £11. In neither case, without some change in the phraseology, [of the act referred to] can its provisions be materially enlarged, while it may very materially limit the effect of the act of which it has thus become a part. Mok v Detroit Building, etc., Co., 30 Mich., 511 ; United States v Bassett, 2 Story, 403 [CA1, 1843].” Id, 210-211. (Emphasis added.)

An analogous case is In re Petition of Auditor General, 275 Mich 462, 467-468 (1936). This case *275 did not involve the incorporation by reference of another statute, but the amendment of a previous statute (regarding publication lists of delinquent taxes on land) in the same statute in which a new method for providing notice was enacted.

The Legislature had purported to repeal the section but actually only amended it and, whether or not the act exceeded the scope of its title, this Court held the amended section should have been reenacted:

"The so-called repeal of section 66 (section 3458) actually is an amendment of this section for a large portion of it remains unaffected, and provides for the publication in the instant case. This section, as amended, should have been reenacted and published at length in the amended form so as to conform with the constitutional mandate, hereinbefore quoted. People v. Stimer, 248 Mich. 272 ( 67 A.L.R. 552 ) [1929]. The confusion that has arisen through failure to reenact the amended section can be readily seen when in Mason’s 1935 Supplement to Compiled Laws of 1929, §3458 is referred to as repealed although as a matter of fact it was only amended. ” Id, 468. (Emphasis added.)

This case, which like Mok has never been overruled, holds that when the Legislature intends to amend a previous act, it must do so in conformance with the plain and unequivocal requirements of now Const 1963, art 4, § 25.

We are aware of cases such as People v Stimer, 248 Mich 272 (1929). In that case there was an act on the books that created the Department of Animal Industry and the duties of its commissioner. Other sections dealt with criminal penalties for failing to allow the commissioner to examine diseased animals. A later act abolished the Department of Animal Industry, created the State Department of Agriculture and provided that the *276 Department of Agriculture would exercise the powers "now vested by law in the Department of Animal Industry.” In answer to the suggestion that the former act was amended without repassing and republishing it, the Court said:

"Except to the extent that it was expressly done by a provision in the act of 1921, we do not understand that there was any attempt or intention thereby to revise, alter, or amend the provisions of the act of 1919. By the express terms of the 1921 enactment, the department of animal industry was abolished; and the powers and duties of that department were transferred to the State department of agriculture. The portion of Act No. 181, Pub. Acts 1919, which prescribes these powers and duties was not 'revised, altered, or amended.’ It still stands as a part of the statutory law of the State, and therefore there was no occasion for the re-enactment or republication of that portion of the statute.” Id, 278.

"In so far as the act under consideration revises, alters or amends Act No. 181, Pub. Acts 1919, it does so in express language, published at length; and in so far as the change or alteration is by implication merely, it does not offend the constitutional provision.” Id, 280.

In support, the Stimer Court (pp 278-280) relied on language of Justice Cooley in People v Mahaney, 13 Mich 481 (1865). We quote part of the Mahaney language relied on as follows:

"It is next objected that the law is invalid because in conflict with section twenty-five of article four of the constitution, which provides that 'no law shall be revised, altered or amended by reference to its title only; but the act revised, and the section or sections of the act altered or amended, shall be re-enacted and published at length.’

"The act before us does not assume in terms, to revise, alter or amend any prior act, or section of an *277 act, but by various transfers of duties it has an amendatory effect by implication, and by its last section it repeals all inconsistent acts. * * *

"This constitutional provision must receive a reasonable construction, with a view to give its effect. The mischief designed to be remedied was the enactment of amendatory statutes in terms so blind that legislators themselves were sometimes deceived in regard to their effect, and the public, from the difficulty in making the necessary examination and comparison, failed to become apprised of the changes made in the laws. An amendatory act which purported only to insert certain words, or to substitute one phrase for another in an act or section which was only referred to but not republished, was well calculated to mislead the careless as to its effect, and was, perhaps, sometimes drawn in that form for that express purpose. Endless confusion was thus introduced into the law, and the constitution wisely prohibited such legislation. But an act complete in itself is not within the mischief designed to be remedied by this provision, and cannot be held to be prohibited by it without violating its plain intent.” Mahaney , 496-497. (Emphasis added.)

Leaving aside for the moment the continuing validity of cases such as Stimer , it is plain that these words we have emphasized above apply to precisely the fact situation in the stadium bond case. If an act is to be referred to or incorporated by reference then it will be treated as incorporated without any changes unless the sections intended to be altered or amended are reenacted and published at length as required by Const 1963, art 4, §25.

Although Stimer clearly recognized the principles we have been stating, Stimer seems to be another case where hard facts (public health and safety) make bad law. On the facts as well as the law, we find ourselves in agreement with Justice Potter, dissenting. He held the later act in viola *278 tion of the constitutional provision requiring reenactment and republication and concluded:

"(b) Act No. 13 * * * amends not only Act No. 181 * * * as we have seen, but a great number of other acts. Any one, upon consulting Act No. 13 * * * which does not refer to the acts amended by title or number, must search through the previous enactments of the legislature in order to ascertain the powers and duties of the State department of agriculture created by Act No. 13 * * * .

"(c) Act No. 13 * * * clearly amends Act No. 181 * * * by abolishing the enforcing officers provided in Act No. 181 * * * and their subordinates, and transferring their powers and duties to new enforcing officers created by Act No. 13 * * * or provided to be created by the commissioner of agriculture.

"(d) It is entirely immaterial whether Act No. 13 * * * purports to amend Act No. 181 * * * . It in fact does alter and amend it, and therefore it must comply with constitutional provision of republication.

"(e) Defendant, to ascertain the rights and duties of the agents and employees of the department of agriculture and of himself, must extricate such knowledge from the repugnant provisions of conflicting statutes, new and old, and from their overlapping, inconsistent, and obscure provisions, obtain that clear knowledge of his rights and duties which the people by the Constitution sought to make available by his reading the last statute upon the subject. ” (Emphasis added.)

Justice Potter then deals with the permissibility of so-called amendment by implication of other statutes, when these other statutes are not specifically mentioned either by number, title or otherwise. Among the pertinent authorities collected is the following:

"'The character of an act, whether amendatory or complete in itself, is to be determined not by its title, alone, nor by the question whether it professes to be an amendment of existing laws, but by comparison of its *279 provisions with prior laws left in force, and if it is complete on the subject with which it deals it will not be subject to the constitutional objection, but if it attempts to amend the old law by intermingling new and different provisions with the old ones or by adding new provisions, the law on that subject must be regarded as amendatory of the old law and the law amended must be inserted at length in the new act.’ Nelson v Hoffman, 314 Ill. 616 ( 145 N.E. 688 , 690) [1924]; People v Knopf, 183 Ill. 410 ( 56 N.E. 155 ) [1900].” Stimer , 293. (Emphasis added by this writer.)

Another line of cases created an aberration of the doctrine of amendment by implication by the practice of hair spliting the meaning of the constitution so that only the specific act directly amended need be published while others that were affected need not be published. An example is the often cited case of Burton v Koch, 184 Mich 250 (1915).

In that case an amendment was added to one set of laws which was unquestionably intended to change or create a proviso regarding qualifications for voters in another set of laws. The Court approved this result by a process of reasoning that allows the Legislature to amend, repeal, revise or alter any statutes on the books without reenacting and republishing them so long as they publish the single statute which is intended to affect all the others. What this Court said in Burton was:

"We ought not to confuse the effect of the amendment with the constitutional duties of the legislature to indicate an amendment in a particular way. * * * The section amended was re-enacted and republished at length as the Constitution provides. The constitution has been precisely obeyed and the effect of the amendment is, and was intended to be * * * to provide uniform qualifications for voters in all school districts of the State.” Id, 255. (Emphasis by the Burton Court.)

*280 Whether or not the result in the case is good law under some other theory we cannot approve a construction that allows the purpose and spirit of the constitution to be evaded by seizing on particular words and following them "precisely” to the detriment of the plain meaning of the full text.

In the Burton case the statute involved was a bill physically amending an existing statute. This existing statute as physically amended was intended to amend and alter other statutes. By virtue of Const 1963, art 4, § 35 any bill enacted into law must be published. But that section of the constitution does not require the existing statute which was physically amended to be reenacted and republished in full. By virtue of Const 1963, art 4, §25, however, the specific section amended in terms by the new bill must be reenacted and published just as any other law must be published. The Burton Court held that this publication of the section specifically amended in its words was a "precise” following of the constitution and no other statute need be reenacted and republished even if the plain intention of the statute specifically amended by words is to revise, alter, amend or abrogate one or hundreds of parts of existing statutes.

The absurdity of this rule becomes more apparent in its logical extention. Suppose (instead of introducing bill A which amended statute B in its words, and statute B in turn was intended to amend numerous others as in Burton) the Legislature introduced a bill which did not amend any statute in its words but merely was to stand by itself but it is intended and its only purpose is that it should revise, alter and amend hundreds of statutory provisions.

Under the logic and rule of the Burton case *281 none of the other sections need be reenacted regardless of how much and in what way they are affected, because no statute has been amended in its specific words. In other words, under the rule of Burton and similar cases nothing need be reenacted and republished so long as you don’t march directly up to it and strike out words or add other words.

Mok stands for the rule that you cannot amend statute C even by putting in statute B specific words to amend statute C, unless you republish statute C as well as statute B under Const 1963, art 4, § 25.

Burton , on the other hand, stands for the rule that you can amend statute C by putting in statute B words for the purpose of amending statute C so long as you make no specific reference to C, merely by republishing statute B under Const 1963, art 4, § 25, but without republishing statute C.

Mok says the constitution requires you to do the whole job right. Burton says it is good enough to do the job half right. Furthermore, Burton says you can avoid the second half of the job of republication if you hide your purpose whereas Mok requires the second half of the job of republication even though you disclose your purpose.

This Court is convinced the constitution is not satisfied with halfway measures and does not prefer dissimulation to straightforwardness. We adopt the rule of Mok and overrule Burton .

It is argued, however, that it would be unreasonable to require the Legislature to reenact and republish statutes which they intend to amend and that the constitution should not be read to require the doing of what it plainly states on its face. *282 What must be underscored, it is said, is other language in People v Mahaney:

" 'If, whenever a new statute is passed, it is necessary that all prior statutes, modified by it by implication should be re-enacted and published at length as modified, then a large portion of the whole code of laws of the State would require to be re-published at every session, and parts of it several times over, until, from mere immensity of material, it would be impossible to tell what the law was.’ ” Stimer , 279, quoting Mahaney , 497.

Several answers are appropriate to this objection. First, we do not have such a case before us now. Second, this objection, even if valid, should not be extended to the point where it produces just the result it seeks to avoid — it should not be impossible to tell what the law is. Third, where the Legislature really intends to amend previous statutes so that their operation is narrower or broader than stated or previously construed to be, then this intent as expressed is not amendment by implication and cannot be rendered amendment by "implication” by the device of failing to point out the specific section intended to be altered or amended.

Fourth, and of most importance, is that constitutional duties and requirements may not be avoided on the ground that it might be a lot of work to comply with the constitution. This objection is treated forthrightly by Justice Potter in his dissenting opinion in People v Stimer at p 295:

"The people contend that if defendant’s contention is well taken, the legislature has been proceeding upon a theory which, if overturned, will seriously affect the governmental activities of the State, * * * . So far as this question is entitled to consideration:

*283 "The legislature must comply with the constitutional provision so long as it remains in force.

"If the people of the State are not desirous of having the legislature comply with the constitutional provision above quoted, then such provision may be abolished by an amendment to the Constitution; * * * .” (Emphasis is present writer’s.)

There are presently further reasons why the objection that it will be hard work to comply with the constitution is not well taken. At the time the so-much relied on language of Mahaney was written, we were barely into the age of the typewriter and practical printing methods. 55

We need not recount the remarkable advances in printing and copying technology available and in current use that permit rapid, inexpensive and efficient high volume reproduction.

*284 The Michigan Legislature of today, moreover, does have its own sophisticated bill drafting and research services that are mandated by Const 1963, art 4, § 15:

"There shall be a bi-partisan legislative council consisting of legislators appointed in the manner prescribed by law. The legislature shall appropriate funds for the council’s operations and provide for its staff which shall maintain bill drafting, research and other services for the members of the legislature. The council shall periodically examine and recommend to the legislature revision of the various laws of the state.”

This section of the constitution is implemented by MCLA 4.311; MSA 2.138(1). One of the services provided by the legislative research bureau under the mandate of constitution and statutes is a full-text computer research and retrieval system containing all the law’s of the State of Michigan.

Through the gracious assistance of this bureau and legislative analyst Edward J. Gaffney, Jr., we were able by simple computer requests to quickly retrieve every statute making reference in any way to Act 94. 56 By the same method it is possible to retrieve every statute making reference to a word or particular combination of words in Acts 31 and 94 used in any conceivable context. 57

In short, it is a simple and speedy task to *285 determine which of all statutes in existence may be affected in any direct or substantial way by a bill currently under consideration — in fact it takes much less time and effort to do this job than it takes a reader to wade through this opinion.

If the search reveals statutes which appear to be affected and are not intended to be so, then this should be made clear by simply inserting appropriate language into the bill under consideration spécifically excluding its operation upon the other statutes revealed in the search. But whether or not this is done we hold that in the absence of specific legislative intent to amend or alter other statutes we will treat them as in existence and interpret them as they are written unaffected by subsequent statutes. If, on the other hand, it is intended to amend or alter those other statutes revealed in this search, then it should be stated specifically and those statutes must be amended or altered directly and republished as contemplated by Const 1963, art 4, § 25.

There is nothing complicated, burdensome, unreasonable or obscure about what we say here today. If a bill under consideration is intended whether directly or indirectly to revise, alter, or amend the operation of previous statutes, then the constitution, unless and until appropriately amended, requires that the Legislature do in fact what it intends to do by operation.

What we say in no way affects those limited kinds of cases where because of a special fact situation a court is faced with two accidently absolutely conflicting statutes requiring a determination that one or the other applies (and thus an amendment or repeal of the other by implication follows in the fact circumstances). These kinds of cases do not result from any deliberate misleading *286 by the Legislature or failure to make all reasonable efforts to make clear in the statutes what is intended, but rather, as we said in Mok , 517 "[i]t is probable that if the requirement has at any time been disregarded by the legislature, the default has proceeded from inadvertence merely.”

In sum, we agree with Justice Cooley in Mahaney that the constitution must be given a reasonable interpretation and we do no more than that. Whereas the Mahaney Court felt compelled to shy from the plain words of the constitution in light of then available tools, we construe the provision to mean what it says in light of the tools available today and required to be used under the injunction of Const 1963, art 4, § 15.

It may not be answered here that the people when adopting the Constitution of 1963 did so with the existing law stemming from Mahaney in mind. It is true that in some instances existing case law on a particular subject was brought to the attention of the delegates and it was pointed out to them that a particular transaction that might seem to be covered would probably not be covered because of case law exempting certain fact situations from the operation of the predecessor provision of the constitution. This, for example, was the case with respect to the discussion of Const 1963, art 3, § 6 relating to "internal improvements”. It was pointed out to the delegates that judicial definition had excepted truly self-supporting or "self-liquidating” projects from the operation of the predecessor, Const 1908, art 10, § 14. The delegates passed the provision anyway and froze the exception into § 6 of the present constitution. See the discussion by Justice Adams in City of Gaylord v Gaylord City Clerk, 378 Mich 273, 289-291 (1966).

*287 In contrast, with respect to the requirement of reenactment and publication of Const 1963, art 4, § 25 there was no mention of previous case law nor was there any debate or discussion by the delegates of what situations the provisions should not cover. See 2 Official Record, Constitutional Convention 1961, p 2416. 58

For the reasons stated above, what we hold here with respect to Act 31 is as follows:

1) The reference to Act 94 has the legal effect of incorporating that act in all of its terms without amendment or alteration into § 11 of Act 31.

2) The proviso in § 11 of Act 31 which says that the bonds may be term bonds is of no effect and the bonds may only be the serial bonds authorized in § 7(1) of Act 94.

3) The definitions of "revenue” in Act 94 are not and cannot be excepted by any statements in § 11 of Act 31 no matter how specific these provisos might be phrased. In order to change the definition of "revenue” in Act 94 direct amendments would be required at least to §§ 3 and 7 of Act 94.

4) The purported authorization in § 11 of Act 31 of unlimited taxes to support the contract obligation in anticipation of which bonds are issued *288 under Act 94 can be of no effect without direct amendments to at least §§ 7(2) and 13 of Act 94, as well as the title to Act 31.

5) The reference in § 11 of Act 31 to the limits of the authority for purposes of voting in § 33 of Act 94 does not amend, alter or revise anything in § 33 of Act 94, because it merely restates in other words what is stated in § 33 of Act 94.

6) We do not decide here whether 1969 PA 342 , as amended by 1971 PA 40 , 59 (which provides for a 8% interest rate at which "any public corporation .may issue bonds” until July of 1973 notwithstanding any other provision of law) is a permissible method of amending, temporarily, § 12 of Act 94 which provides for a maximum 6% net interest cost.

VI.

ARE REVENUE BONDS SUBJECT TO DEBT LIMITATIONS?

In the foregoing part of this opinion we have held that the stadium bonds are illegal because the Stadium Authority had no statutory or constitutional power under the circumstances to issue bonds of that type, i.e. non-revenue bonds. In doing so we were not compelled to consider the implication of certain statements made in the stadium bonds and in the arguments relative to debt and millage limitations. We do so now as an important part of the decision of this case.

Also in this part of the opinion, we will consider the implication of constitutional and statutory *289 debt and millage limitations on revenue bonds for the use of the profession and especially for the Municipal Finance Commission which the Legislature has created as the watch dog of the state’s credit. We will divide our consideration of the matter into two separate sections, Part VI, relating to the constitutional "debt” issue, Part VII to the constitutional "millage” issue. Statutory debt limitations will be considered here in Part VI.

A. Constitutional Debt Limitation

According to defendants, the status of the stadium bonds is as follows:

"Official Statement of Wayne County Stadium Authority:”

"The bonds are not general obligations of the Authority or the County and do not constitute indebtedness of the Authority or the County within any constitutional provision or statutory limitation.” 60

"Official Notice of Sale” Approved by Municipal Finance Commission:”

"Each bond is a self-liquidating revenue bond, is not a general obligation of said Authority or of said County, and does not constitute an indebtedness of said Authority or of said County, within any constitutional provisions or statutory limitation.” 61

We have held above that the stadium bonds, are, contrary to the above statement, not self-liquidating revenue bonds but are in fact unlimited tax bonds and general, direct obligations of Wayne County. The above quoted statements are therefore false as to premise if not as to the indebtedness conclusions. But since the stadium bonds are *290 tax bonds, the stadium bonds are subject to debt limitations as are all other similar tax bonds.

We shall set forth pertinent constitutional and statutory debt limitation provisions (1, infra) and consider what the relationship of true "revenue” bonds is to these provisions under case law (2, infra). Then we shall apply these principles to the revenue bond structure viewed alternatively as a lease of property (as defendants ask us to view it) and as a sale (3, infra). Finally, we will attempt to develop certain benchmarks to determine "debt” under the constitutional debt limitation provisions for true revenue bonds. (4, infra.)

1. CONSTITUTIONAL AND STATUTORY PROVISIONS:

a. Const 1963, art 7, § 11:

"Sec. 11. No county shall incur any indebtedness which shall increase its total debt beyond 10 percent of its assessed valuation.”

b. Act 31, §8; MCLA 123.958; MSA 5.301(8) states in part:

"Any rental obligation or consideration applicable to the incorporating unit or units under such contract, shall not be considered as indebtedness of the incorporating unit or units within the meaning of any statutory or charter debt limitation of such incorporating unit or units.”

c. Act 94 § 7(2); MCLA 141.107(2); MSA 5.2737(2) states in part:

"No bond or coupon issüed pursuant to this act shall be a general obligation or constitute an indebtedness of the borrower unless its full faith and credit are so pledged. Whether or not a public corporation pledges its full faith and credit for the payment of bonds issued *291 pursuant to this act, the amount of the bonds shall not be included in computing the net bonded indebtedness of the public corporation for the purposes of debt limitations imposed by any statutory or charter provisions.”

d. Act 94 §13; MCLA 141.113; MSA 5.2743 states in part:

"There shall be plainly stated on the face of each such bond * * * that it is a self-liquidating bond and is not a general obligation of the borrower, unless the full faith and credit of the issuer are pledged and also plainly stated on the face of each bond; that it does not constitute an indebtedness of the borrower within any constitutional or statutory limitation * * * there shall also be plainly stated on the face of each interest coupon substantially as follows: This coupon is not a general obligation of the borrower * * *

e. MCLA 46.7; MSA 5.327 relating to the powers of county states as follows:

"The board of supervisors of any county may in any 1 year levy a tax of 1/10 of 1 mill on the assessed valuation of said county for the construction or repair of public buildings or bridges, or may borrow an equal sum for such purposes; * * * but no greater sum shall be raised for such purposes in any county in any 1 year, unless submitted to the electors of the county and approved by a majority of those voting thereon: * * * .” (Emphasis added.)

f. MCLA 141.71; MSA 5.2301 has exactly this same language as MCLA 46.7 except it adds "for purchase of real estate sites for”. 62

*292 2. THE CASES — YOUNG AND ITS PROGENY; WALINSKE; RUDE; DOYLE; BETZ

a. Young v Ann Arbor, 267 Mich 241 (1934).

Young , involving a contract for a sewage disposal plant was the first case under the Revenue Bond Act (Act 94) and was a test of its validity. It was claimed that the "statement” on the face of the bonds required by § 13 of Act 94, supra, violated the debt restrictions of constitution and statute. This Court first spoke to the reasons why "special assessments” are not constitutional debt, quoting Dillon, Municipal Corporations (5th ed), § 198 as follows:

" 'Under such a contract no judgment in personam against the city for non-payment of the cost is justified, no charge can be enforced against its general assets, nor can a resort be had to general taxation for the purpose of satisfying the claim. When the rights of the contractor are so limited, there is no debt within the debt-limit provision of the Constitution. ’ ” (Emphasis added.) 267 Mich 241, 251 .

This Court then said that the same reasoning was applicable to "self-liquidating revenue bonds,” quoting from Winston v Spokane, 12 Wash 524; 41 P 888 (1895) in part as follows:

" 'The general credit of the city is in no manner pledged except for the performance of its duty in the creation of such special fund.’ ”

In conclusion, this Court in effect created a constitutional definition of a "self-liquidating revenue bond” under Act 94 and constitutional debt limits. Bonds issued under Act 94 do escape inclu *293 sion as "debt” not simply because they have been issued under Act 94, but rather because of the character of the bonds required by Act 94:

"Such bonds are not payable by the city. It does not assume and agree to pay them. It can levy no tax upon the people for their payment. They are exactly what they purport to be, self-liquidating revenue bonds, and the purchaser thereof can have recourse for their payment only to the revenues to be derived from the operation of the sewage disposal plant. These revenues must be disbursed in accordance with the statute.” 267 Mich 241, 253-254 . (Emphasis added.)

And in addition the Court noted:

"[T]he bonds which it issues are not secured by the property of the sewage disposal plant; there can be no foreclosure under these bonds; the lien granted by the statute is solely upon the revenues to be derived from its operation. ”265 Mich 241, 254. (Emphasis added.)

A continuing line of cases since Young reaffirm the principle that as a constitutional deñnition, "self-liquidating revenue bonds” do not obligate the general taxing power and hence do not create a debt subject to debt limitations. See Gilbert v Traverse City, 267 Mich 257, 260-261 (1934); Attorney General ex rel Eaves v State Bridge Commission, 277 Mich 373, 383 (1936); Michigan Gas & Electric Co v Dowagiac, 278 Mich 522 , 526ff (1936); In re Brewster Street Housing Site, 291 Mich 313, 341-342 (1939); State Highway Commissioner v Detroit City Controller, 331 Mich 337, 348-349 (1951); Cleveland v Detroit, 324 Mich 526, 538-539 (1949); and see City of Gaylord v Gaylord City Clerk, 378 Mich 273, 290, 292, 302 (1966) and cases cited there.

b. Walinske v Detroit-Wayne Joint Building Authority, 325 Mich 562 (1949).

*294 Defendant claims, however, that this stadium transaction is just like those considered in Walinske, Rude and Betz all of which involved construction of a municipal building for use by the municipality or municipalities, with the bonds being retired by municipally paid rent, and therefore outside debt limits.

As the analysis below will show, these cases create no exception to the constitutional definition that "self-liquidating revenue bonds” do not obligate the general taxing power and, are therefore outside debt limitations.

In support of the contention that the county’s obligation here is not "debt” are the following quotations from Walinske :

"[A] contract for future services to be paid for as rendered, is not an incurring of indebtedness * * * .” Id, 577.

"Inasmuch as the bonds proposed to be issued by the authority are not faith and credit obligations of its incorporators, they need not be voted on by the electorate, nor are they subject to the debt limitations of the municipalities.” Id, 581-582.

Walinske is not all that useful to the stadium bonds as bond counsel cracks it up to be, however, as the case is limited by the following crucial differences between that transaction and this stadium transaction.

(1). Ultimate Ownership of Building Not Before Court in Walinske

Of great significance in Walinske is the fact that the lease was not before this Court so consideration of the cases supporting plaintiffs’ contention that this was a "sale” could be avoided and this Court in Walinske took great pains to repeatedly point this out:

*295 "The eventual disposition of the building is not now before us.” Id, 573.

"Plaintiff further relies on a series of cases holding that when a city contracts or leases a building at an annual rental sufficient to pay the cost of the building over the period of the lease, and providing that at the end of the term of the lease the building shall be conveyed to the city, it is in fact a contract to purchase the building by instalments and so subject to the debt limitations of the city for the full amount of the payments to be made under the lease. We cannot pass on the lease in the instant case as it has not been executed and is not now before us * * * . There is no showing that the lease when executed will be subject to the objections of the above cases cited by plaintiff.” Id, 578. (Emphasis added.)

The cases relied on by this Court and quoted in Walinske make plain that there would be a sale if title were to pass and the rents were geared to the bond debt retirement:

" 'But a contract which, though denominated and purporting to be a lease with option to purchase, is in fact a contract of purchase by payments in instalments, is treated as a contract of purchase rather than as a lease; and, according to the great weight of authority, the fact that the so-called rentals are sufficient, if paid throughout the term of the lease, to cover the entire purchase price, and to enable the municipality to acquire the property without further payment, renders the contract one of purchase rather than lease, and gives rise to an indebtedness, within the meaning of a constitutional or statutory debt limitation.’ ” Id, 579-580 quoting 71 ALR 1326 .

" 'When the case was first here the difference between such leases and the one under consideration was that at the end of a definite period, upon compliance with the contract, the property leased was to be deeded to the Commonwealth. This the court held was a sale not a lease. We now have a very different situation. The *296 instrument before us is a straight lease for a recurring necessity. The land leased is not deeded to the Commonwealth; it is still held by the authority, an independent public corporation.’ ” Id, 580 quoting Kelley v Earle, 320 Pa 449; 182 A 501 (1936).

In addition to the fact that the lease was not before this Court in Walinske and is before us now, there is another reason why the eventual disposition of the building is before us whether or not the lease is executed.

At the time of Walinske and up until June 6th, 1968, § 13 of Act 31 provided that the building "may” be conveyed to the incorporating unit after the retirement of bonds. Under 1968 PA 96 , Act 31, § 13 was amended, substituting "shall” for "may”. Ownership of the building by the incorporator is now mandatory.

This amendment was no doubt in response to the holding of Betz v Berrien County Building Authority, 12 Mich App 304 (1968) which was never appealed to this Court. The reasoning of this case will be considered below.

(2). Walinske Under Millage Limit

There is an interesting facet of Walinske which may account for that Court’s willingness to explicitly ignore the nature of the transaction and the disposition of the building thus avoiding the restrictive bond and debt limits of Const 1908, art 8, §10.

What we are referring to is that the lease payments in Walinske would be made within present operating millage. The city and county were not undertaking any new obligation and of most importance is that under the 1908 Constitution the county could not pledge to levy any taxes beyond the 15 mill limit without special action. The Wal *297 inske Court assumed the county must pay for the rentals as they do other services within their operating millage:

"Plaintiff further contends that the annual payments under the proposed lease may exceed the millage limitations prescribed by the Constitution and the charter. We have already reviewed the amount the city and county will be called upon to pay as compared with what they are expending at the present time for similar services. This is primarily an administrative question to be met by the city and county in the normal course of providing for expenses of operating. The danger of it exceeding the millage limitations is so remote that it requires no further consideration.” (Emphasis added.) Id, 583.

Whatever criticism may be had of the willingness of the Walinske Court to avoid harsh constitutional restrictions by reliance upon fiction, it must be recognized that the constitutional environment influencing that Court was vastly different than our present document.

Today there is no constitutional 1/10 of 1 mill limit, although there remain statutes to the same effect, MCLA 46.7; MCLA 141.71, supra.

Today there are the exceptions to the 15 mill limit of now art 9, § 6 that we construed in Butcher v Grosse Ile Twp, 387 Mich 42 (1972), aspects of which will be considered below.

c. Rude v Muskegon County Building Authority, 338 Mich 363 (1953).

In Rude we also noted that the lease and eventual disposition of the building were not before us. Id, 367. In Rude we focused on what "reasonable” rental was and rejected an argument that the authority may bind the county to "pay the indebtedness about to be incurred of $200,000 regardless of the value to the county of the rental use to be *298 provided in the building or buildings proposed to be acquired or built.” Id, 367. (Emphasis added.)

What this Court said in Rude relative to the right and power under § 8 of Act 31 to increase the rental payment further emphasizes that the rent has to be reasonable. We said, such right and power:

"[D]o not mean that the authority can under any circumstances increase the rent beyond what would be reasonable, but can raise its rent charges up to a reasonable amount if below what is reasonable and if necessary to meet its obligations and may continue the lease if necessary to meet its debts.” Id, 369.

And later the Court spoke of the possible terms of the as yet unexecuted contract and said:

"If Muskegon county should bind itself to pay in a contract or lease more than a reasonable rental, in a total amount of $200,000, this would amount to a plain evasion of [the 1908 Const, art 8, § 10 provision for vote if more than 1/10 of 1 mill is raised for building purposes] because the county in the year in which the county signed such a lease would make itself liable for that total amount on the county’s faith and credit, and by that means raise $200,000 in that year.” Id, 370. (Emphasis added except the word "raise” wherein emphasis in original.)

What we there said was that the county may not unconditionally pledge to pay the total amount regardless of the reasonableness of the rent because then on the one hand the county has created an obligation independent of the value of the county’s use of the building, and on the other hand such a pledge would not be "reasonable rental” but would be an unconditional assumption of the whole contract and a "debt”.

In summary, this case means that (1) rent pay *299 ments must be reasonable and (2) even if the county does not get title at the end of the lease, that it may not incur an unconditional "rental” obligation without obligating its full faith and credit and hence incurring "debt” in the constitutional sense.

d. State v Doyle & Associates, Inc, 374 Mich 222 (1965).

In this case the county dealt directly with a builder who constructed a building for sick and aged people and "leased” it to the county for its use and the county agreed to pay a monthly specified sum "and, as well, pay all other operating expenses and costs which normally are payable by the owner of a building, and at the end of 10 years, title to the building and equipment would be in the county free and clear of any encumbrances.” Id, 224.

Of this transaction Justice Souris said for a unanimous Court at p 226:

"We cannot read the documents executed by the county and Doyle as other than an agreement for the construction and equipping of a medical facility by Doyle and its purchase by deferred payments by the county. By such agreement the county has incurred a debt in the total amount of the monthly sums it has agreed to pay Doyle over a 10-year period plus other expenses it has assumed to pay, such as taxes and assessments, charges for utilities, and insurance premiums.”

Describing the so-called "rent,” Justice Souris said:

"Labeling the monthly payments required to be made by the county as 'rentals’ does not affect their essential nature as purchase payments.” Id, 226-227.

Thus, in the only case where this Court had the *300 eventual disposition of the building before it, we said:

"That the county undertook to incur an indebtedness cannot be questioned seriously. It agreed to make monthly payments and to pay other charges and expenses for a 10-year period certain during which time it forswore termination of the agreement. It pledged it would budget sufficient funds each year for the monthly payments required to be made and, indeed, it pledged to levy sufficient taxes and to collect sufficient revenues from other sources to make such payments. In short, it assumed an indebtedness to Doyle repayable in installments over a 10-year term.” Id, 227-228. (Emphasis added.)

In this case on appeal defense counsel says that Doyle was decided under Const 1908, art 8, § 10, 63 and that this Court found this transaction would not violate the 1963 Constitution.

This is only true in that Constitution 1963, art 7, § 11 provides now for a liberal 10% debt limit for all purposes rather than a 1/10 of 1 mill limit for building purposes. The rule of the case still applies, however, and such contracts or leases are within the constitutional and applicable statutory debt limits quoted above.

e. Betz v Berrien County Building Authority, 12 Mich App 304 (1968).

This is another case, like Walinske , where the *301 county would be the actual user of the office and court building under the lease from the authority.

In Betz , the plaintiffs claimed that the issuance of additional bonds and the consequent raising of the county’s "rental” obligation made the transaction a disguised purchase and that the aggregate amount of rentals were a present debt in excess of the statutory limits for Berrien County.

The Court of Appeals dismissed these contentions without recognizing the limitations of Walinske, Rude and Doyle. That Court never really analyzed the cases but rather stated:

"Had the county attempted to build this building directly, it most likely would have been illegal. See State v Doyle & Associates (1965), 374 Mich 222 . The agreement and procedure in the case at bar must be judged in the light of the Building Authority Act. In effect the Act has been held valid.” (Citing Walinske and Rude.) 12 Mich App 304, 308 .

In answer to the charge that the rents the first year, the cost of which was about 20% of the cost of the entire building-shades of reasonable rent in Rude , were not reasonable, the Betz Court answered not that they were reasonable but that "[t]he short term will save the county a substantial sum in interest costs.” Id, 309. This reasoning is completely inconsistent with the premise of the Court’s ruling — i.e., that it is a lease and not a purchase. Interest is paid on capital — not on a lease.

The Betz Court definition of reasonableness of rent in terms of payment of principal and interest alone (Id, 313) does not follow Rude and is wrong. The rents must be reasonable in a "market” sense.

That Court also ignored the plain limitations of Walinske and Rude with respect to (a) the passing *302 of title and (b) the assumption of obligations unrelated to the value to the county of its use of the building:

"The conveyance of the premises to the county on the expiration of the lease does not convert it to a contract of sale, for such result is anticipated and specifically authorized by the statute. Conveyance by the Authority to the county at the expiration of the lease was involved in both the Walinske and Rude cases. * * * It is a • logical disposition of the building to give it to the incorporating unit after the financing is paid.” Id, 309-310.

However "logical” it might be to convey the building to the incorporators has nothing whatever to do with answering the question of whether the transaction was a sale. The statements of the Court of Appeals in Betz are without support in precedent, for, as we have noted, the Walinske, Rude and Doyle cases are significantly different:

In Walinske there was:

(1) no passage of title — we expressly decided the case as though title wouldn’t pass,

(2) no pledge of full faith and credit to either the bonds or the rental obligation. There could not have been under the 1908 Constitution and the payments had to come from within the county’s part of the 15 mill tax limit. (See also on this the briefs in Walinske.)

In Rude there was:

(1) and (2) as in Walinske plus

(3) we said that the county could not presently and unconditionally pledge to pay the fixed rentals. If it did the payments would not be rent at all but a "debt” in the total amount of the lease rentals — whether or not title passed.

Doyle cannot be meaningfully distinguished on *303 the ground that in Doyle there is a builder-lessor who is a private corporation and in Betz the builder-lessor is a public corporation — the Authority.

The holding in Doyle is that a transaction which was in substance identical to the Betz transaction was in legal effect the direct "building” or purchase of the structure by the county, subject to all. provisions of law applicable to the direct purchase or "building” of improvements by the county.

Betz is significantly different from Walinske and Rude in another matter. Defendants point out on p 35 of defendants’ brief:

"[T]he decision in the Betz case that the County is authorized, if necessary, to levy ad valorem taxes to pay the rental just as it could for other County obligations represented by bonds or in anticipation of which bonds are to be issued.”

Betz does indeed say after referring to Const 1963, art 9, § 6:

"The language is applicable to the situation here. The county is, thus, authorized to levy annually such ad valorem taxes as may be necessary to meet its obligations to the Authority under the contractual arrangements of the parties.” 12 Mich App 304, 312 .

If defense counsel and Betz are right Michigan has a new rule permitting a full faith and credit tax obligation to be attached to a rent obligation in a so-called "revenue bond” and that this addition would permit levying ad valorem taxes without limitation as to rate or amount.

We have already considered both of these quotations above in Part IV, pp 260-266, in connection with whether § ll[d] with art 9, § 6 authorized issuing tax bonds. We concluded there was no *304 language in § ll[d] authorizing bonds, but that art 9, § 6 to which § ll[d] refers does indeed deal with taxes. For that reason, because of the failure of the title of Act 31 to authorize taxing, and because of the rule on amendment by implication in Const 1963, art 4, § 25, as heretofore discussed above, we hold that Betz is wrong and that § ll[d] and art 9, § 6 do not authorize the levy of taxes under Act 31 much less taxes "without limitation as to rate or amount.”

Betz is overruled as it would have been reversed had it been appealed to this Court. The rights of bona ñde bondholders, of course, remain inviolate.

3. PRINCIPLES APPLIED TO COUNTY "RENT” OF STADIUM VIEWED ALTERNATIVELY AS LEASE OR PURCHASE

The county’s obligation in the stadium bonds is to pay whatever amounts are required to pay interest and retire the original bonds and any additional bonds. 64 This obligation is unconditional and subject to no conditions precedent. If the stadium is destroyed, never built, never rented, filled with cement — come what may — the county agrees to tax without limit to pay the "rent”. (See Lease, § 13; Trial Exhibit 2A, pp 18-20.)

Viewed As A Lease.

Under Rude , this obligation described above is not "reasonable” rent and it is not even "rent” because it is completely unrelated to the value to the county of any use it may make of the building. (In fact, we have held above the payments cannot be rent at all for another reason — the county is not a user of the stadium under § 11 of Act 31.)

So viewing this transaction as a lease, as defendants’ counsel asks us to, and whether or not title *305 passes, the assumption of such an unconditional "rent” obligation is "debt” within the contemplation of Const 1963, art 7, § 11 and a "raising of money” within MCLA 46.7 and 141.71, supra, for the entire amount of payments due regardless of any self-serving disclaimers written into Acts 31 and 94.

This obligation is in a gross amount of 371 minion dollars. The assessed valuation of Wayne County is 12-1/4 billion dollars.

We do not know whether this unconditional contract debt would raise total county debt above ten per cent of assessed valuation but the approval of the Municipal Finance Commission was premised upon this obligation not being debt. That approval is consequently without legal effect and the bonds are illegal since approval is required as a condition precedent to their issuance by § 27 of Act 94; MCLA 141.127; MSA 5.2757.

We do know that 1/10 of 1 mill of the assessed valuation of Wayne County is far below 371 million dollars and the "raising” of this amount for building purposes requires, under MCLA 46.7 and MCLA 141.71 a vote of the people which has not been had so the contract (and, therefore, the bond security) is void. 65

Viewed As Purchase

If this really is a purchase, however, then the bonds are illegal (a) since the county has presently borrowed or "raised” more than 1/10 of 1 mill for a building purchase without a vote of the people in violation of MCLA 46.7; 141.71 and, (b) since, as we have held above, the bonds are not revenue *306 bonds under Act 94 and Act 31, since the bonds are not secured by "revenue” derived from the operation of the property and (c) since the bonds do not conform either to § 13 of Act 94, supra, or to the statement on their face that they do not create debt within any statute or constitutional provision.

4. SUMMARY OF CONSTITUTIONAL AND STATUTORY DEBT RULES

A. CONSTITUTIONAL "INDEBTEDNESS"

The provision we are concerned with here is Const 1963, art 7, § 11:

"No county shall incur any indebtedness which shall increase its total debt beyond 10 percent of its assessed valuation.”

In construing this section we are mindful of Const 1963, art 7, § 34 which states:

"The provisions of this constitution and law concerning counties * * * shall be liberally construed in their favor. Powers granted to counties * * * by this constitution and by law shall include those fairly implied and not prohibited by this constitution.”

However, we must also pay heed to the historic rule that powers of municipalities involving the imposition of public burdens should be strictly construed, Bogart v Lamotte Twp, 79 Mich 294 (1890).

From that duty comes what we have called in Lockwood v Commissioner of Revenue, 357 Mich 517, 557 (1959) the "most pressing rule” of constitutional construction:

"We come face to face, then, with what has been termed 'the most pressing rule for constitutional con *307 struction,’ namely, that 'the provisions for the protection of life, liberty and property are to be largely and liberally construed in favor of the citizen.’,> 66

The injunction of Const 1963, art 7, § 11 must be treated as we treat any other protection of the constitution for as we said in Lockwood :

"That this is 'merely’ a tax limitation and not one on freedom of speech, or worship, is immaterial. There are no differences in degrees of protection afforded in the constitutional safeguards. With equal alacrity we halt in its tracks, once his foot crosses the line, the inquisitor, the policeman, the tax collector, the legislator or the executive. Our question is not how far he has passed over the forbidden line, how serious his encroachment, or how aggravated the arrogance. Our duty arises with the trespass itself.” 357 Mich 517, 558 .

And so our job is to determine what the people mean when they say "any indebtedness” in Const 1963, art 7, § 11.

Formerly this provision limited debt to 3% under Const 1908, art 8, § 12. Cases under Const 1963, art 7, § 11 and its predecessors are few and not of great assistance so we must look also to cases under analogous constitutional and statutory provisions.

In Young v Ann Arbor, 267 Mich 241, 248-249 (1934) we said:

"The term 'indebtedness’ may be said to include obligations of every character whereby a municipality agrees, or is bound, to pay a sum of money to another. Usually one of the incidents of municipal indebtedness is that there is a legal right upon its maturity to coerce payment.”

*308 In Young , we said "revenue” bonds were not "debt” because the creditor as obligee would have no recourse against the municipality. This was merely an application of the "special fund” doctrine operating with respect to special assessment bonds. See quoted material above (p 292).

This Young definition of "indebtedness” was adopted by the Court in Detroit Edison Co v Public Service Commission, 359 Mich 137, 147 (1960) for purposes of determining whether a guaranty contract was an "evidence of indebtedness” requiring a fee to be paid for its issuance.

This Court said that the Young definition quoted above includes the contingent liability of Detroit Edison to pay loans if the primary obligor did not. This Court in ruling said that "indebtedness” should be given a "broad” interpretation under the statute in question and therefore • guaranty contracts were included.

We believe the constitutional phrase "any indebtedness” also requires a broad construction so as to include the so-called "secondary obligation” of counties when they back up the bonds of other units of government with a pledge of full faith and credit.

The convention comment to Const 1963, art 7, § 11 indicates that the inclusion of these secondary obligations as "indebtedness” was clearly in mind. That, in fact, was the main reason the county debt limit was raised from three percent to ten percent of assessed valuation. See Convention Comment to art 7, § 11; 1 Official Record, Constitutional Convention 1961, p 930, "section i comments”. 67 The county’s *309 pledge of credit behind "revenue bonds” is within Const 1963, art 7, § 11 to the extent pledged. Anything to the contrary in statutes or previous case law is of no effect.

Other cases have focused not so much on what debt is but what it isn’t.

These cases, for the most part, were decided under statutory or charter debt limits and the questions were whether the Legislature may except certain debts from these limits under the constitutional injunction that the Legislature "shall restrict the powers of cities and villages to borrow money and contract debts.” Const 1963, art 7, § 21 (Const 1908, art 8, § 20) See, e.g., Callahan v City of Berkley, 307 Mich 701 (1943). Other cases considered only Const 1908, art 8, § 10 and/or corresponding statutes, MCLA 46.7; MCLA 141.71 or similar charter provisions which restrict the power of counties to tax, "borrow” or "raise” any sum for building purposes in any one year beyond 1/10 of 1 mill of assessed valuation without a vote of the electorate. See e.g., Walinske; Rude; Oakland County Taxpayers’ League v Oakland County Supervisors, 355 Mich 305 (1959).

These cases are of little or no help, however, in determining "any indebtedness” with Const 1963, art 7, § 11 because the Legislature has no power to *310 determine by statute the meaning of "indebtedness” for constitutional purposes. These cases are of limited help for a further reason — we are faced with a provision broader in application than what is suggested by the words "borrow” or "raise”. Here the broad words are "any indebtedness”.

State v Doyle & Associates, Inc, 374 Mich 222 (1965) was discussed above. We raise it again to point out that although this case too was directly concerned only with the 1/10 of 1 mill limit in Const 1908, art 8, § 10, the principles stated in Doyle, are applicable to the determination of "indebtedness” under Const 1963, art 7, § 11, and under MCLA 46.7, MCLA 141.71, supra.

This is not to say that Doyle states the only principles for determining constitutional debt but merely that any transactions like those described in Doyle are one of the things to be included as indebtedness.

For purposes of this case we are not and cannot be charged with defining what of all possible transactions are or are not "debts” under the constitution. It is enough here to give notice that restrictive and technical definitions of debt do not suffice in the face of the language of Const 1963, art 7, § 11 — "any indebtedness”.

We also give notice that the responsibility for seeking determination of what is indebtedness does not rest merely in the lap of chance that someone may contest the issuance of bonds or the incurring of some other obligation.

The governmental units who may incur "obligations” and the Municipal Finance Commission who must approve some of these obligations (i.e. those which involve certain kinds of bonds) are forewarned that this Court will not bend and twist the constitution in response to emergencies or pleaded *311 necessity. We will not construe "debt” to mean something just below whatever the aggregate total of obligations a particular distressed municipality has. We will construe debt to mean what the people intended it to mean regardless of its effect on municipal contracts, debts, liabilities, bonds etc.

However nicely a transaction is labeled we will look through labels to substance. The constitution was not adopted for the benefit of specialists or technicians. It was adopted by and for the people. We must all consider it in that light and act accordingly. This Court certainly intends to.

The impact of our holding upon future bond issues by communities who are at or may be over their debt limits is not before this Court. In such a future case, however, the assistance of the Municipal Finance Commission in determining the amount and nature of debt will be needed by this Court.

DEBT BENCH MARKS — DEBT LIMITA TIONS

From the foregoing analysis we summarize the following benchmarks in judging the creation of debt in connection with a public bond issue.

1. A true revenue bond or "true rent” creates no indebtedness.

2. A true revenue bond is one that is payable solely from the revenues derived from the operation or use of the public improvement in question.

3. The municipality must for a true rent situation be the actual user of the public improvement except where it acts merely as a conduit and the actual users, such as the Tigers here, pay the rent. See also Gaylordsupra.

4. A true rent payment must be reasonable in that it must bear a direct relation to the economic or market value to the county of its actual use of the public improvement.

*312 5. A true rent payment may include operating costs if they are a normal part of such a rental and the total payment of rent and/or including operating costs is reasonable as above defined.

6. Whether the addition of passage of title to the public improvement at the conclusion of the "rent” payments creates a debt is something on which we express no present opinion except to say that the rent payment may under no circumstances be increased above what would otherwise be a reasonable rent without considering the factor of passage of title and still remain a valid rent.

7. The municipality in connection with its contract to pay "rent” may make no unconditional covenant to pay despite such contingencies as would make the facility unavailable for use by the renter without creating a debt whether or not title passes.

8. The municipality may not pledge its full faith and credit to support its rent without creating a debt.

9. Secondary debt involves the county’s full faith and credit to support bonds of other units of government in certain contingencies and is a debt within Const 1963, art 7, § 11.

PREVIOUS BOND ISSUES

The impact of our holding on previous bond issues is not before this Court but whether or not they are valid under the law as stated herein, the rights of bona ñde purchasers of such bonds to be paid according to the tenor of the obligations cannot be impaired by the holding of this opinion, Green County v Conness, 109 US 104 ; 3 S Ct 69 ; 27 L Ed 872 (1883); Gentzler v Constantine Village Clerk, 320 Mich 394 (1948); 15 McQuillin, Municipal Corporations, §§ 43.15, 43.16, 43.78, 43.80.

*313 B. STATUTORY

MCLA 46.7 and MCLA 141.71 in identical language provide (except MCLA 141.71 also provides for purchase of real estate sites):

"The board of supervisors of any county may in any one year levy a tax of 1/10 of 1 mill on the assessed valuation of said county for the construction and repair of public buildings or bridges or may borrow an equal sum for such purposes * * * but no greater sum shall be raised for such purposes in any one year unless submitted to the electors of the county and approved by a majority of those voting thereon ***.”.

Section 8 of Act 31 provides in part:

"Any rental obligation or consideration applicable to the incorporating unit or units under such contract, shall not be considered as indebtedness of the incorporating unit or units within the meaning of any statutory or charter debt limitation of such incorporating unit or units.”

As already noted Const 1963, art 7, § 11 provides:

"Sec. 11. No county shall incur any indebtedness which shall increase its total debt beyond 10 per cent of its assessed valuation.”

These three provisions together raise two questions:

1. May the Legislature in Act 31 change the constitutional definition of debt?

2. May the stadium bonds which are tax bonds exceed the one tenth of one mill levy without a vote of the people?

*314 1

It is clear that the Constitution not only in art 7, § 11 but elsewhere (e.g. art 7, § 2) has spoken to debt limitations. The meaning of debt in the constitution cannot be altered by legislative action.

2

On the assumption that Act 31 could have authorized the stadium bonds, which we have held it can not, the question is whether it could establish a different debt limit from that already contained in MCLA 46.7. We conclude that the Legislature has the authority to establish or alter debt limitations for unchartered counties within the 10% limit of art 7, § 11. However, the Legislature failed to observe the requirements of Const 1963, art 4, § 25 on amendments. See Part V above. Therefore the quoted part of § 8, Act 31 is void and of no effect as to unchartered counties. 68

VII.

APPLICATION OF CONSTITUTIONAL MILLAGE LIMITS TO COUNTY’S RENT OBLIGATION.

We have made reference before to that portion of § 11 of Act 31 which states:

"Where and to the extent that the bonds are payable *315 from revenues derived from payments to be made pursuant to any lease or other contract obligations, the bonds shall be deemed to be issued in anticipation of contract obligations in anticipation of which bonds are issued, within the meaning of section 6 of article 9 of the constitution.”

The relevant portion of Const 1963, art 9, § 6 states:

"The foregoing limitations [15-18-50 mills for counties, townships and school districts] shall not apply to taxes imposed * * * for the payment of * * * contract obligations in anticipation of which bonds are issued, which taxes may be imposed without limitation as to rate or amount.”

We have heretofore considered § 11 and art 9, § 6 and defendants’ arguments based thereon with respect to the possibility these provisions might authorize the county to issue bonds different from those elsewhere authorized in Act 31 or Act 94 and to permit pledge of the government’s full faith and credit to support the "fixed rental”. We held there was no such authorization. Part IV, pp 260-263.

We now consider these same provisions and defendants’ arguments and the statement made in the stadium bonds from the standpoint of whether (a) revenue bonds and (b) tax bonds are subject to or excepted from the limitations of Const 1963, art 9, §6.

A. Revenue Bonds

The exceptions to the first paragraph of art 9, § 6 are enumerated in the second paragraph in the language quoted above. The critical words are here repeated:

"The foregoing limitations shall not apply to taxes *316 imposed * * * for the payment of * * * contract obligations in anticipation of which bonds are issued.” (Emphasis added.)

Since revenue bonds, including those issued under Acts 31 and 94 in connection with governmental rentals, are in no way tax obligation bonds, payment of rents under Act 31 and Act 94 bonds are a part of the municipality’s normal operating expenses and must come from the municipality’s normal revenues, whether they are Federal or state grants, excises or ad valorem taxes, or whatever. Walinske, supra; Rude, supra.

Since normal taxes for operating purposes are subject to art 9, § 6 limitations, 69 likewise any ad valorem taxes producing the municipality’s funds from which rents are paid in revenue bond situations must be and are subject to art 9, § 6 limitations. 70

Acts 31 and 94 authorize the issuance of revenue bonds solely, with the exception of permitting the municipalities who receive more than 25% Federal or state grant to pledge their full faith and credit to the bonds. Therefore all Act 31 and 94 bonds with the exception noted are subject to the limitations of art 9, § 6 for the reasons herein noted. (This pledge of full faith and credit exception, however, to be valid may be subject to statutory debt limit provisions discussed above.) 71

B. Tax Bonds

Reference to the language of art 9, § 6 quoted *317 above would indicate that all tax bonds where the taxes were imposed for the payment of any of the indicated categories would be free of the limitations in the first paragraph of art 9, § 6. However, they would all be subject to the 10% limitation of art 7, § 11.

If that part of § 11 of Act 31 above quoted (elsewhere referred to as § ll[d]) purports to remove the revenue bonds issuable under Acts 31 and 94 from the millage limitations of art 9, § 6, it is invalid. If it purports to free tax bonds from such limitations, since Acts 31 and 94 do not authorize tax bonds it is of no force and effect.

VIII.

PUBLIC PURPOSE ISSUES.

Plaintiffs in this case expended many pages of brief and many hours of argument at trial and here on the question of whether the building of the proposed stadium is a public purpose. Their argument has three prongs: (a) this stadium is not a public purpose under the constitution; (b) that § 11 of Act 31 under the continuing rule of Walinske and Rude requires a showing of "absolute necessity” before the authority may build this stadium and lease it to the county; (c) that § 8 of Act 31 evidences a legislative intent that before a stadium can be built, there must be competent proof that it will in fact increase business activity and employment.

A. Constitutional Public Purpose

We held in City of Gaylord v Gaylord City Clerk, 378 Mich 273, 294-295 (1966) that despite the absence of specified general limits on legislative power, and because the theme of public purpose runs through the constitution, the power of the *318 Legislature and of government generally are limited "to such acts and such governmental powers as exhibit a public purpose.” Id, 295.

Plaintiffs do not contend that the building of a stadium may never be a public purpose but that the authorizing statute is not adequately governed by appropriate standards and principles to protect the public interest and to assure public use thereof.

In support they rely on Opinions of the Justices, 356 Mass 775; 250 NE2d 547 (1969). In that case the Court held in an advisory opinion that a proposed stadium statute lacked adequate statutory guidance and provisions for reviewing compliance with guidelines the Court felt were necessary to constitute a public purpose under the Massachusetts Constitution:

"We are of opinion that a large multi-purpose stadium * * * may be for a public purpose if the expenditure of public funds, the extension of public privileges, powers and exemptions, and the use, rental and operation of the projects are adequately governed by appropriate standards and principles set out in the legislation.” Id, 795.

The statute in question did not meet the principles since:

"No provisions in the bill seem designed to protect the public interest in having the stadium complex and arena used for all the activities mentioned in § 2, without having any one (e.g. professional athletics) fostered to the exclusion of other activities (e.g. civic, philanthropic, and educational meetings, conventions, labor meetings, amateur and school athletics, and the like) * * * .” Id, 797.

"There is no requirement that, in leasing the facilities, the Authority protect whatever public interest *319 there may be in having the facilities available to a diversity of users * * * .” Id, 798.

Defendants counter by saying that the determination of what constitutes a public purpose is primarily a function of the Legislature, relying on statements from one of the opinions in Gregory Marina Inc v Detroit, 378 Mich 364 (1966).

In Gregory Marina there was a claim that the restricting of boat well leases to a limited number of private users under renewable leases was not a public purpose.

In that case Chief Justice Thomas M. Kavanagh in an opinion concurred in by Justice Black, quoted and emphasized the rule in 37 Am Jur, Municipal Corporations, § 120, pp 734-735 as follows:

" ’The determination of what constitutes a public purpose is primarily a legislative function, subject to review by the courts when abused, and the determination of the legislative body of that matter should not be reversed except in instances where such determination is palpable and manifestly arbitrary and incorrect.’ ” 378 Mich 364, 396 (Emphasis added in the case quoted from.)

In Gregory Marina Justice Adams dissented on grounds unrelated to the public purpose aspect of which he said:

"I agree that the determination of what constitutes a public purpose is primarily a legislative function and that there has been no abuse by the legislature of that function in its determination [here].” 378 Mich 364, 409 .

Defendants then point out that § 8 of Act 31; MCLA 123.958; MSA 5.301(8) specifically declares that leases to professional sports organizations are declared to be a legitimate public purpose. This *320 legislative determination does not constitute an abuse of the legislative function.

But plaintiffs counter that there still are no standards to insure that other mentioned activities and other groups will have a reasonable opportunity to use the stadium.

Thus put the question is whether the stadium can be a public purpose if used and intended only for use primarily by private profit-making sports organizations. Apparently such a use would not be a public purpose under the Massachusetts Constitution.

On the other hand defendants show us that such use of a stadium is permissible under the constitutions of other states, citing Bazell v Cincinnati, 13 Ohio St 2d 63, 70; 233 NE2d 864, 870 (1968); Martin v Philadelphia, 420 Pa 14, 17-18; 215 A2d 894, 896 (1966); Los Angeles v Superior Court, 51 Cal 2d 423, 436; 333 P2d 745, 752 (1959); Ginsberg v City and County of Denver, 164 Col 572; 436 P2d 685 (1968). See also the cases collected in 173 ALR 415 § 1 and supplements; 15 McQuillin, Municipal Corporations, §§ 39.21 (note 30), 39.31.

Defendants also point out that the stadium has had special design features included to provide for many other kinds of activities and public uses and that there is no showing that the stadium will not benefit and be used by the public for other purposes than professional sports.

Whether the stadium could be a public purpose if used only for profit by professional sports teams is settled by the analogous Gaylord case, supra.

There a majority of the Court held that the exclusive use of a factory by U.S. Plywood under a lease purchase arrangement with the City of Gay-lord issuing revenue bonds under. 1963 PA 62 ; *321 MCLA 125.1251 et seq.; MSA 5.3533(21) et seq. was a public purpose.

In that case the bonds were payable exclusively by U.S. Plywood and the city pledged to do nothing but collect the "rent” and pass it on to bondholders. We noted in Gaylord:

"The requirement of public purpose has been most rigid when public money or property is involved. [Cites omitted.] The requirement has been less rigid when there was no chance the general taxing power could be reached. [Cite omitted.]” 378 Mich 273, 295, note 8 .

B. "Absolute Necessity”

Plaintiffs contend that, even if the stadium is a public purpose in the broad sense, § 11 of Act 31 under Walinske and Rude, requires a showing of "absolute necessity.” 72 Whatever continuing validity this concept has for governmental users in a revenue bond situation is not before this Court but it is plain that the concept makes no sense when applied to private users of the stadium who must, as we have held, pay sufficient revenues to provide for the retirement of principal and interest on the bonds.

As the trial judge pointed out in his opinion at page 43:

"Now, Section 1 of the Building Authority Act permits any County to establish an authority for the purpose of acquiring a stadium or for the effective use thereof 'for use for any legitimate public purpose of the county.’ Previously the Building Act was primarily restated [sic —restricted] to buildings for government use. Such broad amendment language squares in no way with the previous stern judicial construction requiring 'absolute necessity’.”

*322 The trial judge in this statement sees the rule of "absolute necessity” being too strict in a Gaylord case where the user was a private corporation or if in this stadium case the bond structure looked to the alternate users like the Tigers rather than the county as the source of revenue. We are in agreement.

However, the "absolute necessity” rule of Walinske and Rude related not to a private user but a user by government itself. Here the "absolute necessity” rule may well have continuing validity. Part of the reasoning in Walinske was that the revenue supporting the bond issue was a reasonable rental for a normal on-going governmental service. If the equivalent of such rent were not paid to the Building Authority it would have to be paid to someone else. This concept certainly has been useful in this field to date and there is no reason to abandon it here, where because of a distinguishable fact situation it is not squarely in issue.

C. Proof Of Increased Business Activity

Plaintiffs argue further that § 8 of the building authority act; MCLA 123.958; MSA 5.301(8) requires competent proof that the stadium will increase business activity and employment and that the record is devoid of such proof. 73

In support plaintiffs rely on the language of § 8 declaring that subleases to private corporations "thus to increase business activity and employment” are a legitimate public purpose. This language, say plaintiffs, is not a legislative determination but rather a "condition” which has not been met by adequate proof. We cannot agree. Reading of the statute without plaintiffs’ strained construction shows that this was a legislative conclusion *323 and not a condition. Even if it were the latter, the record indicates that it is at least arguable that such increased activity will take place. Under such circumstances even a legislative "condition” would be met.

IX.

TIGER CONTRACT AND GRANT OF STATE CREDIT: CONST 1963, ART 9, § 6.

The trial judge, the Honorable Blair Moody, Jr., based his first opinion on the perfectly logical reason that since bond counsel claimed the bonds were revenue bonds all the users of the stadium should pay their proportionate share of the cost of liquidating the self-liquidating revenue bonds. 74 He found that the Tigers were a user, or potential user of the stadium, and that their agreement with the county failed to require them to pay their proportionate share to liquidate the bonds. He therefore concluded that since the Tigers weren’t carrying their share of the load, the county was carrying the Tigers to the extent of the shortfall. He held the bonds illegal as a violation of Const 1963, art 9, § 18:

"Sec. 18. The credit of the state shall not be granted to, nor in aid of any person, association or corporation, public or private, except as authorized in the constitution.”

Some time later Judge Moody, who had been set an impossible time schedule by this Court in order to accommodate the bond sale schedule, concluded in a supplementary opinion that the stadium bonds are not revenue bonds under Acts 31 and 94 *324 and hence are illegal. We have heretofore in Parts III, IV and V confirmed this opinion.

Let us now examine Judge Moody’s conclusion that the Tiger contract violates Const 1963, art 9, § 18. We respect his concern but on the record can neither affirm nor disapprove his conclusion.

If the stadium bonds are revenue bonds Const 1963, art 9, § 18 is not pertinent. This Court has several times held neither debt nor credit is involved in a true revenue bond situation. City of Gaylord v City Clerk, 378 Mich 273, 293-294 (1966). 75 Consequently the credit of the state or county — state includes its subdivision county, Attorney General ex rel Barbour v Pingree, 120 Mich 550, 561 (1899); Oakland Drain Commissioner v Royal Oak, 306 Mich 124, 142 (1943) — is not involved in a true revenue bond situation. However, the stadium bonds are not revenue bonds and we shall examine how the Tiger contract affects them as tax bonds presently.

But first we come back to Judge Moody’s proper concern. If the stadium bonds were in truth revenue bonds, then any shortfall in the Tigers’ meeting their proportionate share of paying off the bonded indebtedness would be or should have been of very grave concern, not directly to the county, who under a revenue bond situation would be only morally involved, but directly and financially to the bondholders. Under a true revenue bond situation, the bondholders could look only to the actual users of the stadium, chief of which obviously were the Tigers, and not to the non-user county, to pay off the bonded indebtedness. If the Tigers weren’t going to pay their share, then the bondholders either would lose that much of their investment *325 or, more likely, wouldn’t have bought the bonds in the first place.

This brings us naturally to considering the impact of Const 1963, art 9, § 18 on tax bonds, but we must pause one more moment. If the stadium bonds were revenue bonds and the bondholders had to look to such revenues for their payoff, then the state’s watchdog for the credit of the state, the Municipal Finance Commission, would be required by law to inquire whether the revenues from the users including the Tigers would pay off the bonds before approving the bond issue. There was obviously no such finding.

Now let us turn our attention to the stadium bonds as the tax bonds they really are, and examine what impact, if any, Const 1963, art 9, § 18 has on them.

Michigan case law interpreting Const 1963, art 9, § 18 is neither ample nor precise. It is clear the state or its subdivision the county cannot give anything away without consideration. Detroit Museum of Art v Engel, 187 Mich 432 (1915) (salary of employee of private museum, no consideration, no public purpose); Younglas v Flint, 345 Mich 576 (1956) (transfer of city park to US reserve armory) but see contra Sommers v Flint, 355 Mich 655, 663 (1959). See generally 15 McQuillin Municipal Corporations (3rd ed), § 39.30. Note that the constitution as far as the state and county are concerned makes no difference between a public and a private purpose in this regard. When the state acquires or transfers something of value in return for value the state does not offend Const 1963, art 9, § 18. Walinske v Detroit-Wayne Joint Building Authority, 325 Mich 562, 583 (1949) (lease of building); Jackson Broadcasting Television Corp v State Board of Agriculture, 360 Mich 481, 498 (1960) *326 (time-sharing on rental basis of studio); Hays v Kalamazoo, 316 Mich 443 (1947) (Michigan Municipal League membership).

Now the nub of the problem in all probability is the value received by the state in return for the value transferred. So our inquiry goes to what is the value and who determines it. While the cases definitely describing all the earmarks of the value to be received appear yet to be written, it is probably because any citizen would immediately prescribe full value, and this Court is not going to argue with so logical, reasonable and just a standard.

Research has revealed only one case where this Court spoke on who shall determine the full value to be received by the government in connection with Const 1963, art 9, § 18. It assumed that a state contribution by the Legislature to a joint state-local highway project was a fair value and not a violation of the constitution. In State Highway Commissioner v Detroit City Controller, 331 Mich 337, 357 (1951), we said:

"However, the legislature has recognized that limited access highways will benefit the State as a whole and has provided for an apportionment of the cost. This is not a lending of credit within the meaning of article 10, § 12.”

Defendants have referred us to White v Grand Rapids, 260 Mich 267, 275 (1932), and other cases, where neither Const 1963, art 9, § 18 nor art 7, § 26 were discussed, for the rule that "under the circumstances it is immaterial whether the County made a good bargain or a bad one * * * .”

This Court will assume that the officers of the Legislative and Executive Branches will do their duty and exercise a proper judgment. The courts *327 will respect that judgment unless there has been a clear abuse of discretion. Obviously, if the state or county were to make a valuable grant for next to no consideration, the courts would be forced to regard that not as an exercise of discretion, but an abuse of discretion. 76

Since the stadium bonds have already been held invalid by this Court for a number of reasons, it would serve no purpose to remand the case back to the trial court to review whether there was indeed a violation of Const 1963, art 9, § 18 under the rules we have enunciated or the observations we are about to make. In any event in the case of a tax bond, an invalid Tiger lease, while embarrassing to the county, would not invalidate the stadium bonds.

This Court must point out that with the stadium bonds in the posture of valid tax bonds the value to be delivered by the Tiger contract has to be *328 judged by a different standard from a revenue bond case. In a revenue bond situation, the Tigers as users would have to pay their proportionate share to liquidate the bonded indebtedness, because in a real sense they are the obligors. In a valid tax bond situation, the Tigers aren’t bond obligors at all. The county is. 77

The county in the case of the stadium bonds as valid tax bonds would presumably have gone to the people for authority to issue the bonds for the purpose only incidentally of providing the public a first-class place to view sporting and other events but particularly to revitalize downtown Detroit and bring prosperity to the citizens of the community. The citizens in voting approval of the bond issue presumably would have been persuaded by the County Fathers that the Tigers and others would by their fair payments for stadium use pay for the largest percentage of the cost of erecting the stadium but that in order to achieve the benefits of revitalizing downtown Detroit and bringing renewed prosperity to the community and its citizens a minimum of property taxation was a contingent possibility and a good bargain at that.

Since under these circumstances everyone would have recognized from the beginning that this was a multi-purpose project the citizens would recognize it would be unfair to require the Tigers to pay more for their stadium use than the stadium was fairly worth to them to play ball in. However, the citizens would expect the Tigers to pay every cent it was worth to play in such a fine stadium that would attract such large crowds. The citizens would be content to pay whatever little that was necessary to make up the difference in retiring the *329 bonds that would build the stadium that would do so much for them and the City of Detroit and Wayne County.

Our standard of value then for the Tiger contract would not be a proportionate share of the bonded indebtedness. The County Fathers might have to build a monument beyond the highest requirements of a ball club’s playing field to revitalize Detroit and it would be unfair and unrealistic to try to require the Tigers to carry the load of the general citizenry having such a monument. On the other hand, the County Fathers with great sagacity and prudence might design and build a stadium to revitalize Detroit which would supply a playing field on which the Tigers could win the pennant and draw huge crowds and pay a fair value in relation to the worth of the stadium to them which would nonetheless bring profitable revenues to the county to liquidate the bonds. In short in a valid tax bond situation, the Tiger contract must be judged not as paying its proportionate share of liquidating the bonded indebtedness for whatever kind of stadium but as paying a fair market value for the use of the practical facilities they needed according to the going rate under similar circumstances elsewhere in the country and with a view to the peculiar circumstances in connection with the Tigers and the local stadium which would be fair to consider.

To summarize:

1. Judge Moody’s holding the stadium bonds invalid under Mich Const 1963, art 9, § 6 evidenced a proper concern but until reflection beyond the impossible time frame dictated by the bond sale schedule permitted him to analyze that the stadium bonds were not the advertised revenue bonds but invalid tax bonds, the impact of Mich Const 1963, art 9, § 6 could not be wholly clear.

*330 2. A Tiger contract not paying its full share under a revenue bond situation would either shortchange the bond buyers or make the bonds unsaleable. This would deflate the credibility of the county if not its credit. It should also have triggered the Municipal Finance Commission into disapproving the bonds in the first place. Under a revenue bond situation, there is no Const 1963, art 9, § 6 question.

3. Under a valid tax bond situation an alleged inadequate Tiger contract would be judged not by whether it was supplying its proportionate share of retirement of bonded indebtedness, which might be either too much or too little to ask according to whether the stadium was overpriced or a bargain for baseball playing purposes but by whether the Tiger contract was returning full value to the county for the value to the Tigers of the stadium facilities leased to them. The Tiger contract might violate Const 1963, art 9, § 6, but this would not invalidate the stadium bonds.

4. The Const 1963, art 9, § 18 proscription against state or county grant of credit is not offended by a fair exchange of value for value. Under normal circumstances the Legislative or Executive Branch is the judge of what is fair value in matters in which it is concerned, as the Tiger contract here, being answerable to the people for its good or poor judgment. Their judgment, however, is subject to judicial review for abuse of judgment.

X.

THE QUESTION OF NOTICE TO TAXPAYERS AND THE RIGHT OF REFERENDUM.

Because of the necessary great haste with which *331 these appeals were briefed and argued, this Court made an independent framing of issues on appeal that were not adequately raised in the trial court. As was said in the Gaylord case by Justice Souris:

"[T]his Court cannot succumb to the tactical strategems of litigants which artifically restrict the Court’s performance of its duty when constitutional issues of public importance are involved.” Gaylord, 343.

One of the issues framed by the Court and argued by counsel in oral argument and supplemental briefs is as follows:

"What is the legal impact of the fact that 'notice’ to the public spoke of 'revenue bonds’ and 'notice’ to the bond buyers referred to the same bonds as bonds secured by the general obligation of the County?”

There is no absolute constitutional right to a vote on revenue bonds 78 but under § 33 of Act 94; MCLA 141.133; MSA 5.2763 a vote must be held if, within 30 days of the publication of a "Notice of Intent to Issue Bonds,” a petition is filed signed by 10% of the electors of the borrower.

Before discussion of any legal questions raised by the content of the Notice of Intent to Issue Bonds, we shall set out facts showing who was told the real, unlimited-tax-obligation nature of these bonds and when they were told and who was lulled to sleep by being told the stadium would be built by revenue bonds, meaning no cost to the taxpayer. The importance of this cannot be minimized since the taxpayers’ right to a referendum under § 33 of Act 94 accrues upon the publication of the Notice of Intent and expires 30 days thereafter.

The purpose of this presentation is to make clear what information a reasonable elector had *332 available from an official source to act upon at the time his right to seek a referendum accrued.

A. Comparison of Official Bond Descriptions to Taxpayers and Bond Buyers

What the facts below will show is that the taxpayer was never made aware in any official way — that his taxes in unlimited amounts might pay the minimum $371,000,000 bill for the stadium. The key language describing the real nature of these bonds is one short paragraph that was neatly excised from notices to taxpayers but prominently displayed in notices to bondholders. For shorthand reference we shall call this paragraph the "Tax Paragraph” and we will refer to it as such in this discussion. The Tax Paragraph with its important language follows:

"By the terms of the Lease the County of Wayne has agreed to pay annually as the Fixed Rental for the said Stadium such amount as is necessary to pay the principal of and interest on these bonds and additional bonds of equal standing and the obligation to pay said rental is a general obligation of the said County of Wayne which is authorized and obligated by law to levy an ad valorem tax on all taxable property within the said county, without limitation as to rate or amount, to provide the funds necessary to pay said annual rental in anticipation of which these bonds have been issued.” (Emphasis added.)

The following discussion will show how in each notice to the taxpayers the eye-opening and wallet-jolting message of the Tax Paragraph was curiously absent. At the same time the message of this Tax Paragraph was conspicuously present and brought home over and over again in notices to bondholders. We shall begin by looking at what was said in the articles of incorporation of the Wayne County Stadium Authority.

*333 1). ARTICLES OF INCORPORATION (Public Notice)

These articles were adopted on August 20, 1970 and were published in the Detroit Free Press on November 5, 1970 as notice to, and for the benefit of the public. 79

The only section of the articles dealing with the possibility of issuing bonds makes no mention whatsoever of the fact that Wayne County and the Authority were laying plans to issue unlimited tax bonds. In fact, the articles suggest plainly that any bonds would be paid by the actual users of the Stadium:

"For the purpose of acquiring, improving * * * (etc.) the Authority may issue self-liquidating revenue bonds in accordance with and subject to the provisions of Act 94 * * * and Act 31: provided, that such bonds shall be payable solely from the revenue of such properties, which revenues shall be deemed to include payments made under any lease or other contract for the use of such properties: and provided further, that no such bonds shall be issued unless the properties whose revenues are pledged have been leased by the Authority for a period extending beyond the last maturity of the bonds.” (Emphasis added.) 80

The average taxpayer, or for that matter even the average judge or lawyer, would have no idea that the language above is a verbatim quote— *334 almost — from § 11 of Act 31. What the average taxpayer or judge or lawyer would not recognize is that the conveniently omitted part of § 11 is the only part that might lead a taxpayer to fear for his pocketbook. Here is what the articles of incorporation might look like if they included the omitted part of § 11 of Act 31 (omitted parts in CAPS):

"For the purpose of acquiring, improving * * * (etc.) the Authority may issue self-liquidating revenue bonds in accordance with and subject to the provisions of Act 94 * * * and Act 31: provided, that such bonds shall be payable solely from the revenue of such properties, which revenues shall be deemed to include payments made under any lease or other contract for the use of such property: WHERE * * * BONDS ARE PAYABLE FROM REVENUES DERIVED FROM PAYMENTS * * * PURSUANT TO ANY LEASE OR OTHER CONTRACT OBLIGATIONS, THE BONDS SHALL BE DEEMED TO BE ISSUED IN ANTICIPATION OF CONTRACT OBLIGATIONS * * * WITHIN THE MEANING OF SECTION 6 OF ARTICLE 9 OF THE CONSTITUTION and provided further, that no such bonds shall be issued unless the property whose revenues are pledged has been leased by the Authority for a period extending beyond the last maturity of the bonds.” (Emphasis added.)

Now there appears a little more puzzling situation! Assuming that a studious taxpayer might immediately reach for his handy copy of the constitution, he could turn to § 6 of article 9. Our reasonable taxpayer may not know — just as the legal profession doesn’t know — precisely what this section of the constitution means, but there is little question that anyone looking at it would get some idea that it has something to do with unlimited taxes paying for bonds. Looking in Const 1963, art 9, § 6 for words dealing with "contract obligations,” the taxpayer would find the following:

*335 "The foregoing limitations [limits on ad valorem taxes] shall not apply to taxes imposed for the payment of * * * contract obligations in anticipation of which bonds are issued, which taxes may be imposed without limitation as to rate or amount * * * (Emphasis added.)

Had the articles of incorporation included the language above, then a very studious taxpayer (or lawyer) might have gotten some idea that unlimited taxes could be involved and might have started asking questions so that this project could be put into perspective before it got too far along.

If the reader will recall, the Tax Paragraph first quoted above mentioned that the county was "authorized and obligated” to tax without limitation as to rate or amount. We point out that conveniently absent from the articles’ words, capitalized above, are the words that do the "authorizing and obligating” in the Tax Paragraph. That missing language is what is supposed to make the Tax Paragraph legal. That absent language has been the linchpin of bond counsel’s arguments on appeal. 81

2). LEASE BETWEEN COUNTY AND AUTHORITY (Privately circulated)

The Lease between the county and the Authority was approved on September 23, 1971, and to this day has never been published for benefit of taxpayers. As the Michigan Education Association noted in their brief amicus curiae (p 8):

"Until trial of this cause, no citizen could readily comprehend the magnitude of this project, and the burdens which will now be placed on the public to *336 finance the same. To this day such minor details as the actual cost of the Stadium, the rental payments required of the County, and the operational revenue, remain a mystery.”

Although the Lease was filed with the county clerk, there was no way a citizen could know it was on file there. It was a different story with respect to bond buyers and underwriters, however, for they were given not only succinct summaries of the parts of the Lease describing the county’s tax obligation but they were also hand-delivered neatly bound copies of the Lease and all other important documents. What in the Lease would be of such material interest to bond buyers that it should be summarized in the "Prospectus” and the bond buyers also given bound copies of the Lease? Following are pertinent quotations of some of the more interesting provisions of the Lease as quoted and summarized in the Prospectus given to bond buyers:

"The Fixed Rental shall be deemed to be a general obligation of the county and the other expenses to be essential operating expenses of the county.” Prospectus, p 11; Lease, § 4(d) (trial exhibit 10; trial exhibit 2a, p 9).

Another interesting provision is § 8 of the Lease which tells the reader that the stadium must be built and paid for by the county no matter how much it costs and if the county does not choose to pay for it in cash the Authority must issue additional bonds and increase the county’s tax-supported rent obligation. See Prospectus, pp 12-13; Lease, § 8; bond ordinance §§ 1101-1102 (trial exhibit 10; trial exhibit 2a, pp 13-14; trial exhibit 2c, pp 31-32).

The Prospectus and Lease get right down to *337 particulars and make clear that the county has to pay for these bonds no matter what happens:

"So long as any of the Bonds remain outstanding, unless their payment has been provided for, the obligation of the County

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