The Secretary of State shall thereupon issue to such persons a license as commissioners to open books for subscription to the capital stock of such association at such time and place as they may determine.

§ 2. No person shall be permitted to subscribe for more than five shares of the capital stock of such association, nor shall any person be permitted to own or control more than five shares of the capital stock of such association. The shares of stock shall be not less than five dollars nor more than one hundred dollars a share, and subscriptions thereto shall be made payable to the association at such time or times and in such manner as shall be determined by the directors. No stock shall be issued except at its par value and no stock shall be issued in amount to exceed five hundred dollars to any one shareholder, except as hereinafter provided for in section 12 of this Act.

§ 3. Corporations organized under this Act may provide in their by-laws that when a shareholder is desirous of disposing of his stock, he shall first give the corporation an opportunity to purchase the same, after reasonable notice; and nothing in this Act shall be construed as prohibiting or preventing the making of an agreement between the subscribers or purchasers of such shares that they and each of the subscribers to the shares of capital stock of such corporation, and subsequent purchasers of shares shall, before disposing of their shares, give to the said corporation an opportunity to purchase the same, after reasonable notice, at the amount paid for said shares to said corporation and reasonable interest thereon. All shares purchased by the corporation under the provisions of this section shall be held only for sale to new shareholders.

§ 4. As soon as the capital stock shall be subscribed to the extent of fifty per cent of the authorized capital, and as soon as fifty per cent of the stock subscribed shall be paid in, the commissioners shall convene a meeting of the subscribers for the purpose of electing directors, adopting by-laws and transacting such other business as shall properly come before them. Notice thereof shall be given by depositing in the postoffice, properly addressed to each subscriber at the address given on the subscription list or subscription blank, at least ten days before the time fixed, a written or printed notice calling the first meeting of the shareholders. Such notice shall designate the time and place of such meeting.

§ 5. 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, a copy of the by-laws adopted by the association and the names of the directors 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 with the Secretary of State. The Secretary shall thereupon issue a certificate of the complete organization of the association, duly authenticated under his hand and seal of [the] State; and the said certificate shall be recorded in the office of the recorder of deeds in the county in which the principal office of such association is located. Upon the recording of said certificate, the association shall be deemed fully organized and may proceed to business.

Unless such association shall be organized and shall proceed to business within three years after the date of such license, the license to

form such association shall be deemed revoked and all proceedings thereunder shall be void.

§ 6. Associations 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, in the opinion of the shareholders, it is not required for the use of the association.

§ 7. Every such association shall be managed by a board of not less than five directors. The directors shall be elected by and from the shareholders of the association at such time and for such term of office as the by-laws may prescribe and shall hold office for the time for which elected, and until their successors are elected, and shall enter upon the discharge of their duties; but a majority of the shareholders shall have the power at any regular or special shareholders' meeting, legally called, to remove any director or officer for cause and to fill the vacancy, and thereupon the director or officer so removed shall cease to be a director or officer of said association. The officers of every such association shall be a president, one or more vice presidents, a secretary and a treasurer, who shall be elected annually by the directors, and a manager who shall be under the control of the directors at all times, and each of said officers, except the manager, must be a director of the association. The office of the secretary and the treasurer can be combined, and when so combined the person holding the offices shall be the secretary-treasurer.

§ 8. The association may amend its articles of incorporation by a two-thirds vote of its shareholders at any regular shareholders' meeting called for that purpose, or at a special meeting on ten days' notice to the shareholders. In either case the power to amend the articles of incorporation shall include the power to increase or diminish the amount of capital stock and the number and par value of shares, the par value, however, not to be reduced below that provided for in this Act; Provided, however, that the amount of the capital stock shall not be diminished below the amount of paid up capital at the time the amendment is adopted, unless there be, at that time, in the treasury sufficient undivided profits over and above all legal debts or other like obligations. to off-set the capital so returned to shareholders. Within thirty days. after the adoption of an amendment to its articles of incorporation the association shall cause a certified copy of such amendment to be recorded in the office of the Secretary of State and of the recorder of deeds in the county where the principal place of business is located.

§ 9. No shareholder in any association shall own more than five shares nor of a greater aggregate par value than five hundred dollars, except as hereinafter provided.

10. At any regular meeting or any regularly called special meeting at which at least two-thirds of all its shareholders shall be present, or represented, an association organized under this Act may, by a twothirds vote of the shareholders present, or represented, subscribe for shares and invest its reserve or surplus fund to an amount not exceeding twenty-five per cent of its paid up capital in the capital stock of any other co-operative association; provided, however, that ten days' notice

has been given previously to each shareholder, stating in said notice the purpose of the meeting. The board of directors are empowered to subscribe for shares and invest its reserve or surplus fund in an amount not exceeding ten per cent of its paid up capital in the capital stock of any such other co-operative association [;] provided, the amounts thus invested by the stockholders or directors shall not in either case, exceed ten per centum of the amount of the capital stock of such other co-operative association.

§ 11. Whenever an association created under this Act shall purchase the business of another association, person or persons, it may pay for the same in whole or in part by issuing shares of its capital stock to an amount, which at par value, would equal the fair market value of the business so purchased, and in such case the transfer to the association. of such business at such valuation shall be equivalent to payment in cash for the shares of stock so issued.

§ 12. In case the cash value of such purchased business exceeds five hundred dollars, the directors of the association are authorized to hold the shares in excess of five hundred dollars in trust for the vendor or his assignee and dispose of the same to such persons, and within such times as may be mutually satisfactory to the parties in interest, and to pay the proceeds thereof as currently received to the former owner of said shares. Certificates of stock shall not be issued to any subscriber until fully paid, but the by-laws of the association may allow subscribers to vote as shareholders: Provided, part of the stock subscribed has been paid in cash.

13. Corporations organized under this Act may borrow money at legal rates of interest and pledge their property, both real and personal, to secure payment thereof, and may have and exercise all power necessary and requisite to carry into effect the objects for which they may be formed.

§ 14. At any regularly called general or special meeting of the shareholders a written vote received by mail from any absent shareholder and signed by him may be read in such meeting, and shall be equivalent to a vote of each of the shareholders so signing; provided, he has been previously notified in writing of the exact motion or resolution upon which such vote is taken, and a copy of same is forwarded with and attached to the vote so mailed by him.

§ 15. So much of the profits or earnings of such association, as may seem best to the directors, shall be distributed to those entitled thereto by its by-laws, and in the proportions and at the times therein prescribed, which shall be as often as once in twelve months.

§ 16. Every association organized under the terms of this Act shall annually, on or before the first day of March of each year, make a report of the condition and business of the association as of December 31 of the preceding year, to the Secretary of State; such report shall contain the name of the company, its principal place of business in this State and generally a statement as to its business, showing total amount of business transacted, amount of capital stock subscribed for and paid in, number of shareholders, total expense of operation, amount of indebtedness or liabilities, and its profits and losses.

§ 17. All co-operative corporations, companies, associations, voluntary unincorporated associations or partnerships heretofore organized under prior statutes or who shall be doing business as co-operative institutions with the objects enumerated in this Act shall have the benefit of the provisions of this Act and be bound thereby on filing with the Secretary of State a written declaration, signed and sworn to by the president and secretary to the effect that it or they have, by a two-thirds vote of its shareholders or its members decided to accept the benefits of this Act and be bound by same.

§ 18. All stock subscribed for shall be paid for within one year and in default thereof shall be forfeited with the payments made thereon. to the society.

§ 19. The by-laws shall provide that the profits shall be distributed, first-upon stock and to purchasers or sellers (customers) based upon the percentage of purchases, or sales; or, second-to purchasers or sellers exclusively, based upon the percentage of purchases or sales; and no vested interest shall attach to any of the above methods which shall prevent changing from and substituting another provision provided herein.

§ 20. Societies incorporated under this Act may purchase and own stock in other societies incorporated under this Act, or similar Cooperative Acts of other States, or in corporations of this or other States organized to promote and inculcate the principles of co-operation, with the same voice and voting power as provided for individual shareholders, as limited in section 10 of this Act.

§ 21. Shareholders may vote in person or by written proxy.

22. No corporation or association hereafter organized or doing business for profit in this State shall be entitled to use the term "Co-operative" as a part of its corporate or other business name or title unless it has complied with the provisions of this Act; and any corporation or association violating the provision of this section may be enjoined from doing business under such name at the instance of any shareholder of any association or corporation organized under this Act.

§ 23. Every assignment or transfer of stock shall be recorded in the books of the association, and each shareholder shall be liable jointly with the association as well as severally, for the debts of the association only to the extent of the amount that may be unpaid upon the share or shares held by him. No assigner of a share or shares shall be released from any such indebtedness by reason of the assignment of his share or shares, but shall remain liable jointly with the assignee and the association, or severally until the stock is fully paid up.

No assignment shall be made to any person who already holds shares of stock to the limit provided for in this Act and any assignment of stock shall be made only with the approval of a majority of the directors, and no transfer of stock shall be made except by the consent of the directors as shown on the records of the association: Provided, that any person demanding the assignment or transfer of any share or shares in such association to himself shall have the right to appeal from the action of the board of directors, to the members of the association at its first regular or special meeting thereafter, and ask that he be admitted to the association as a shareholder, and the

action of the shareholders at such meeting shall be final; and also provided that such shareholders shall not have the power to direct the transfer of stock to any person in excess of the amount which such individual shareholder may hold under the terms of this Act.

§ 24. Shareholders at any regular meeting or any special meeting called for that purpose may adopt by-laws not inconsistent with the provisions of this Act.

§ 25. The invalidity of any portion of this Act shall in no way affect the validity of any other portion thereof which can be given effect without such invalid part.

§ 26. This Act may be cited as the "Co-operative Act."

§ 27. The Secretary of State shall provide uniform blanks for the use of associations incorporated under this Act.

The Governor having failed to return this bill to the General Assembly during its session, and having filed it in my office, without objections, within ten days after the adjournment of the General Assembly, it has thereby become a law.

Witness my hand this 8th day of July, A. D. 1915.

LEWIS G. STEVENSON, Secretary of State.

REAL ESTATE AGENCY.

§ 1. Under what Act corporations may be formed. § 2. Of what business shall consist-may not own real estate.

(HOUSE BILL No. 639. APPROVED JUNE 23, 1915.)

AN ACT concerning real estate agency corporations.

SECTION 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 the general incorporation laws of this State, being an Act entitled, "An Act concerning corporations," approved April 18, 1872, and in force July 1, 1872, and all Acts amendatory thereof, for the purpose of carrying on the real estate agency business, and when so formed shall be subject to all provisions of law now or hereafter in force applying to corporations organized under said general incorporation laws.

§ 2. Real estate agency business within the meaning of this Act shall consist of acting as agent for others in the purchase, sale, renting and management of real estate and leasehold interests, and acting as agent for others in the negotiation of loans on real estate and leasehold estates, and no real estate agency corporation shall acquire or own real estate or any interest therein except that it may lease an office or offices in which to conduct its agency business.

APPROVED June 23d, 1915.