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BY AT- SECTION

66. Corporations may act by attorney. TOTAL ABSTINENCE SOCIETIES. 67. Election of members.

68. Emergency.

LOAN ASSOCIATION.

69. License to organize corporation-how obtained.

70. Meeting to organize-notice thereof-classification of directors.

71. Organization, how and when completed.

72. Corporation formed under this act a body politic. 73. Powers

offices.

74. Stock.

board of directors

75. Married women and minors may become stockholders.

76. Meetings of directors-money how loaned.

77. Penalty for failure to give security

for loan, etc.

78. Payment of loan-premiums refunded.

79. Premiums, fines, etc., not usurious. 80. Consequence of failure to elect officers, etc.

81. Such corporations may purchase real estate, etc.

82. Term of existence may be tended.

ex

95. Prior organizations within the act. 96. Repealing clause.

SURETY BUSINESS.

97. Who may transact a surety business conditions.

98. Estoppel from denying agent's au

thority

99. Venue of suit against such corpo

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107. Amount of shares-subscriptionsforfeiture

108. Assignment of stock-liability of shareholders.

109. Dividends - classification and assignment of work.

110. Labor to be by shareholders-substitute.

111. Share of decedent.

LOANS ON REAL ESTATE BY FOR-112. Increasing membership.

EIGN CORPORATIONS.

same

83. Foreign corporations may loan money in this State on terms, etc., as domestic, etc. ELEVATED WAYS AND CONVEYORS.

(See p. 287j.)

84. Articles of incorporation.
85. Right of way-how obtained.
86. May take material--compensation.
87. May increase capital stock.
88. Powers of restriction.
DETECTION AND APPREHENSION
OF HORSE THIEVES AND FELONS.
89. Who may organize.

90. Articles of association; recording,

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113. Reservation of legislative control. 114. Dissolution.

115. Books of account-right to examine.

116. Failure to elect not dissolve.
117. Assessments on unpaid shares.
118. Individual liability of officers.
119. Liability where dividend paid by
insolvent association.

120, Directors' meetings.
121. Shareholders' meetings.
122. By laws-votes.

123. Shareholders' liability.
124. Jurisdiction of equity.

125. Certified copies of articles of incorporation evidence.

TRUST COMPANIES. 126. Corporation may be appointed assignee or trustee.

127. Court may appoint.

128. When corporation not required to give bond

129. To pay interest. 130. Compensation.

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AN ACT concerning corporations. [Approved April 19, 1872. In force July 1, 1872. L. 1871-2, p. 296 ]

CORPORATIONS FOR PECUNIARY PROFIT,

1. For all lawful purposes, except, etc. SEC. 1. Be it enacted by the People of the State of Illinois, represented in the General Assembly, That corporations may be formed in the manner provided by this act for any lawful purpose except banking, insurance, real estate brokerage, the operation of railroads and the business of loaning money; Provided, that horse and dummy railroads, and organizations for the purchase and sale of real estate for burial purposes only may be organized and conducted under the provisions of this act; And, provided, further, that corporations formed for the purpose of constructing railroad bridges shall not be held to be railroad corporations.

[As amended by act approved April 19, 1879. In force July 1, 1879; L. 1879, p. Bigelow v. Gregory, 73 Ill. 197; Terwilliger v. W. U. T. Co., 59 III. 249; Doyle v. Douglas M. Co., 73 Ill. 273; McAuley v. C. C. & I. C. Ry. Co., 83 III. 348; Darst v. Gale, 83 III. 135.

2. License-how obtained. § 2. Whenever any number of persons, not less than three nor more than seven, shall propose to form a corporation under this act, they shall make a statement to that effect under their hands, and duly acknowledged before some officer in the manner provided for the acknowledgment of deeds, setting forth the name of the proposed corporation, the object for which it is to be formed, its capital stock, the number of shares of which such stock shall consist, the location of the principal office, and the duration of the corporation, not exceeding, however, ninety-nine years; which [*286] statement shall be filed in the office of the secretary of State. The secretary of State shall thereupon issue to such persons a license as commissioners to open books for subscription to the capital stock of said corporation at such times and places as they may determine; but no license shall be issued to two companies having the same name.

3. Meeting to organize. § 3. As soon as may be after the capital stock shall be fully subscribed, the commissioners shall convene a meeting of the subscribers for the purpose of electing directors or managers, and the transaction of such other business as shall come before them. Notice thereof shall be given by depositing in the postoffice, properly addressed to each subscriber, at least ten days before the time fixed, a written or printed notice, stating the object, time and place of such meeting. In all elections for directors or managers of corpora

tions organized under this act, every subscriber or stockholder shall have the right to vote in person or by proxy, for the number of shares owned or subscribed by him, for as many persons as there are directors or managers to be elected, or to cumulate such shares and give one candidate as many votes as the number of directors or managers multiplied by the number of his shares of stock shall equal, or to distribute them on the same principle among as many candidates as he shall think fit, and such directors or managers shall not be elected in any other manner. It shall be lawful for any such corporation, by resolution of the stockholders, to divide its board of directors or managers into three classes, numbered consecutively, the term of office of the first class to expire on the day of the annual election of said company then next ensuing; the second class one year thereafter, and the third class two years thereafter. At each annual election after such classification, the stockholders of such company shall elect, for a term of three years, a number of directors or managers equal to the number in the class whose term expires on the day of such election. All other vacancies to be filled in accordance with the by-laws of the corporation.

4. Organization completed. § 4. The commissioners shall make a full report of their proceedings, including therein a copy of the notice provided for in the foregoing section, a copy of the subscription list, and the names of the directors or managers elected, and their respective terms of office, which report shall be sworn to by at least a majority of the commissioners, and shall be filed in the office of the secretary of State. The secretary of State shall thereupon issue a certificate of the completed organization of the corporation, making a part thereof a copy of all papers filed in his office in and about the organization of the corporation, and duly authenticated under his hand and seal of State, and the same shall be recorded in a book for that purpose, in the office of the recorder of deeds of the county where the principal office of such company is located. Upon the recording of the said copy, the corporation shall be deemed fully organized and may proceed to business. Unless such company shall be organized and shall proceed to business as provided in this act, within two years after the date of such license, then such license shall be deemed revoked, and all proceedings thereunder void.

[Cross v. P. Mill. Co, 17 Ill. 54; Rice v. R. R. Co., 21 Ill. 93; Tarbell v. Page, 24 Ill. 46; T. H. & A. R. R. Co. v. Earp, 21 I. 292 Hoereth v. Franklin Mill Co., 30 Ill. 151; Stone v. Oil Co., 41 Ill. 85; Wood v. Coal Co., 48 Ill. 356; Fortin v. Pump Co., 48 Ill 451; President, etc., v. Kleinschnitz, 28 Ill. 134; Ramsey v. Ins. Co., 55 Ill. 311.

5. Powers-restriction as to real estate. § 5. Corporations formed under this act shall be bodies corporate and politic for the period for which they are organized; may sue and be sued; may have a common seal which they may alter or renew at pleasure; may own, possess and enjoy so much real and personal estate as shall be necessary for the transaction of their business, and may sell and dispose of the same when not required for the uses of the corporation. They may borrow money at legal rates of interest, and pledge their property, both real and

personal, to secure the payment thereof; and may have and exercise all the powers necessary and requisite to carry into effect the objects for which they may be formed, Provided, however, that all real estate so acquired in satisfaction of any liability or indebtedness, unless the same may be necessary and suitable for the business of such corporation, shall be offered at public auction at least once every year, [*287] at the door of the court-house of the county wherein the same may be situated, or on the premises so to be sold, after giving notice thereof for at least four consecutive weeks in some newspaper of general circulation published in said county; and if there be no such newspaper published therein, then in the nearest adjacent county where such newspaper is published; and said real estate shall be sold whenever the price offered for it is not less than the claim of such corporation, including all interest, costs and other expenses; And, provided, further, that in case such corporation shall not, within such period of five years, sell such lands either at public or private sale, as aforesaid, it shall be the duty of the State's attorney to proceed by information in the name of the People of the State of Illinois, against such corporation, in the circuit court of the county within which such land, so neglected to be sold, shall be situated, and such court shall have jurisdiction to hear and determine the fact, and to order the sale of such land or real estate at such time and place, subject to such rules as the court shall establish. The court shall tax, as the fees of the State's attorney, such sum as may be reasonable; and the proceeds of such sale, after deducting the said fees and costs of proceedings, shall be paid over to such corporation.

[Aurora Agricultural and Horticultural Society v. Paddock, 80 Ill. 263; Reed v. Bradley, 17 Ill. 325; N. E. F. N. Co. v. Schettler, 38 Ill. 166; Ill. Cent. R. Co. v. Johnson, 40 III. 35; U. W. D. Co. v. Brant, 69 Ill. 659; Hough v. Cook Co. L. Co., 73 Ill. 23; Darst v. Gale, 83 III. 136: Badger v. Batavia P. Mf. Co., 70 Ill. 302; West v. Madison Co. A. Board, 82 Ill. 205.

6. Directors - officers-by-laws. §6. The corporate powers shall be exercised by a board of directors or managers; Provided, the number of directors or managers shall not be increased or diminished, or their term of office changed, without the consent of the owners of a majority of the shares of stock. The officers of the company shall consist of a president, secretary and treasurer, and such other officers and agents as shall be determined by the directors or managers, and the directors or managers may adopt by-laws for the government of the officers and affairs of the company; Provided, they are not inconsistent with the laws of this State. The directors or managers may require of the officers and agents bonds, with such sureties and conditions as they shall deem proper, and may remove any officer when the interests of the corporation shall require. The officers shall hold their respective offices for the period provided by the by-laws.

[People v. Sterling Manuf. Co., 82 Ill. 460; Cheeney v. L. B. & M.Ry. Co., 68 Ill. 5:0; Harts v. Brown, 77 Ill. 226; Merrick v. Peru Coal Co., 61 Ill. 472; Kellogg v. Stockwell, 75 III. 68.

7. Stock-installments-compelling payment. § 7. The shares of stocks shall be not less than ten dollars nor more than one hundred dollars each, and shall be deemed personal property, and transferable as such in the manner provided by the by-laws, and subscriptions therefor shall be made payable to the corporation, and shall be payable in such installments and at such time or times as shall be determined by the directors or managers, and an action may be maintained in the name of the corporation to recover any installment which shall remain due and unpaid for the period of twenty days after personal demand therefor, or, in cases where personal demand is not made, within thirty days after a written or printed demand has been deposited in the post-office, properly addressed to the post-office address of the stockholder. The directors may, by by-laws, prescribe other penalties for a failure to pay the installments that may from time to time become due, but no penalty working a forfeiture of stock, or of the amounts paid thereon, shall be declared as against any estate before distribution shall have been made, or against any stockholder before demand shall have been made for the amount due thereon, either in person or by a written or printed notice, duly mailed to the proper address of such stockholder at least thirty days prior to the time when such forfeiture is to take effect; Provided, that proceeds of said sale, over and above the amount due on said shares, shall be paid to the delinquent stockholder.

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[Stone v. Oil Co., 41 Ill. 85; People v. Board of Trade of Chicago, 45 III. 112. 8. Transfer of stock liability of stockholders. § 8. Every assignment or transfer of stocks, on which there remains any portion unpaid, shall be recorded in the office of the recorder of deeds of the county within which the principal office is located, and each stockholder shall be liable for the debts of the corporation to the extent of the amount that may be unpaid upon the stock held by him, to be collected in the manner herein provided. No assignor of stock shall be released from any such indebtedness by reason of any assign[*288] ment of his stock, but shall remain liable therefor jointly with the assignee until the said stock be fully paid. Whenever any action is brought to recover any indebtedness against the corporation, it shall be competent to proceed against any one or more stockholders at the same time to the extent of the balance unpaid by such stockholders upon the stock owned by them, respectively, whether called in or not, as in cases of garnishment. Every assignee or transferee of stock shall be liable to the company for the amount unpaid thereon, to the extent and in the same manner as if he had been the original subscriber.

[Gay Keyes, 30 Ill. 413; Hall v. Rose Hill, etc., Road Co., 70 Ill. 673; Kellogg v. Stockwell, 75 Ill 68; People v. Sterling Mfg. Co., 80 111 457; Corwith v. Culver, 69 III 502, 77 II 297 72 II. 397; 79 III. 96, 334; Kipp v. Bell, 86 Ill. 577; Richardson v. Akin, 87 Ill. 138; Pease v. Underwriters' Union, 1 Brad. 287; Fuller v. Sedden, 87 III..316.

9. Legislative power reserved. § 9. The general assembly shall, at all times, have power to prescribe such regulations and provis

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