third judicial circuit," approved February 3d, 1849, be and the same are hereby postponed to the times following, to wit: The Hardin circuit court to be held on the first Monday of January, 1850, and the Gallatin circuit court on the Monday following, and to continue three weeks. turnable. § 2. All writs, subpoenas and other process which may Writs, &c., rehave been, or may be issued and made returnable to the terms of said courts, under the act of 3d February, 1849, aforesaid, shall be deemed and taken to be returnable to the terms of said courts as required to be holden under the first section of this act; and all notices which may have been given, by publication or otherwise, as well as all depositions taken with reference to the terms of said courts, as heretofore required to be holden, shall, under and by virtue of this act, apply to the terms of said courts as required to be held under the first section of this act; and all causes, motions and other proceedings, pending or undetermined in said courts, shall be taken up and disposed of as if no alteration had been made in the times of holding said courts. § 3. All acts and parts of acts conflicting with the provisions of this act, are hereby repealed. This act to take effect from and after its passage. APPROVED November 6, 1849. AN ACT to amend an act entitled "An act establishing county courts, and provi- In force Nov. ding for the election of justices of the peace and constables, and for other purposes," approved February 12th, 1849. 5, 1849. SECTION 1. Be it enacted by the People of the State of Illinois, represented in the General Assembly, That the section of law, fourteenth section of the act to which this is an amendment, how construed. be so construed as to confer on the county judge all the power and jurisdiction, both civil and criminal, which the justices of the peace in this state possess, and that the said judge, while exercising such powers and jurisdiction, shall act in the capacity of justice of the peace, and not as county judge. And said county judge, while acting as justice of the peace, shall be entitled to the same fees as are now al-Fees. lowed by law to justices of the peace in this state, and shall, before entering on the duties of his office, give bond as is now required by law of other justices of the peace. APPROVED November 3, 1849. how formed. Directors. Articles of association. An ACT to provide for a general system of 1ailroad incorporations. SECTION 1. Be it enacted by the People of the State of Corporation, Illinois, represented in the General Assembly, That any number of persons, not less than twenty-five, being subscribers to the stock of any contemplated railroad, may be formed into a corporation for the purpose of constructing, owning and maintaining such railroad, by complying with the following requirements: When stock to the amount of at least one thousand dollars for every mile of said road, so intended to be built, shall be in good faith subscribed, and ten per cent. paid thereon as herein required, then the said subscribers may elect directors for the said company : thereupon they shall severally subscribe articles of association, in which shall be set forth the name of the corporation; the number of years the same is to continue, which shall not exceed fifty years; the amount of the capital stock of the company, which shall be the actual cost of constructing the road, together with the cost for the right of way, motive power, and every other appurtenance for the completion and running of said road, as nearly as can be estimated by competent engineers; the number of shares of which said stock shall consist; the number of directors, and their names, to manage the concerns of the company, who shall not be one half in the number of the stockholders, and shall hold their offices until others are elected; the place from and to which the proposed road is to be constructed, and each county into or through which it is intended to pass, and its length, as near as may be, and the names of five commissioners to open books of subscription to the stock. Each subscriber to such article of association shall subscribe there to his name, place of residence, and the number of shares of stock taken by him in such company. The said articles of association may, on complying with the next section, be filed in the office of secretary of state, and thereupon the persons who have subscribed, and all persons who shall, from time to time, become stockholders in such company, shall be a body corporate, by the name specified in such articles. filed. § 2. Such articles of association shall not be filed in the Articles to be office of the secretary of state until ten per cent. on the amount of the stock subscribed thereto shall have been actually and in good faith paid, in cash, to the directors named in such articles, nor until there is endorsed thereon, or annexed thereto, an affidavit, made by at least three of the directors named in such articles, that the amount of stock required by the first section has been subscribed, and that ten per cent. on the amount has actually been paid in. Articles to be evidence. § 3. A copy of any articles of association filed in pursuance of this act, with a copy of the affidavit aforesaid in dorsed thereon, or annexed thereto, and certified to be a copy by the secretary of this state, or his deputy, shall, in all courts and places, be presumptive evidence of the incorporation of such company, and of the facts therein stated. effect. $ 4. When the certificate shall have been filed as afore- Certificate, its said, the persons who shall have signed and acknowledged the same, and their successors, shall be a body politic and corporate, by the name stated in such certificate, and shall be capable of sueing and being sued, and may have a common seal, and may make and alter the same at pleasure, and be capable in law of purchasing, holding, and conveying any real estate and personal property whatever, necessary for the construction of such road, and for the erection of all necessary buildings, yards, and appurtenances for the use of the same. opened. chosen. § 5. The commissioners for opening books of subscrip- Books to be tion, named in the act of incorporation, shall, from time to time, after the company shall be incorporated, open books of subscription to the capital stock of the company, in such places, and after giving such notice as a majority of them shall direct; which books of subscription shall shall be kept open until all the capital stock shall be subscribed, if the corporation shall so long exist, and in case a greater amount of stock shall be subscribed than the whole capital of said company, the commissioners shall distribute such capital. stock as equally as possible among the subscribers; but no share thereof shall be divided in making such distribution, nor shall a greater number of shares be allotted to any subscriber than such subscriber shall have subscribed for. § 6. As soon as practicable, after such capital stock Directors to shall have been subscribed and distributed as aforesaid, the commissioners to receive subscriptions thereto shall appoint a time and place for the meeting of the stockholders to choose directors; such meeting to be held in one of the counties in or through which such railroad is proposed to be constructed, and notice thereof shall be given by said commissioners, by public notice to be published not less than twenty days previous thereto, in the state paper, and a newspaper published in each county through which the said road shall be intended to run, in which a newspaper shall be published. Thirteen directors shall be chosen at such meet- Qualification of ing, by ballot, and by a majority of the votes of the stock- voters. holders, being present in person or by proxy, and every such stockholder being so present at such election, or at any subsequent election of directors, shall be entitled to give one vote for every share of stock which he shall have owned for the thirty days next preceding such election; but no stockholder shall vote at any such election upon any stock, except such as he shall have owned for such thirty days. missioners. No § 7. The commissioners named in the last preceding Duty of co-section shall be inspectors of the first election of directors, shall openly count the votes and declare the result, and shall, within ten days thereafter, file a certificate thereof, subscribed by them or a majority of them, in the office of the secretary of state, and in the office of the clerk of each county, or with the clerk of the county commissioners' court, (as the case may be) of each county in or through which such railroad shall be proposed to be constructed, and shall also deliver to the treasurer of such company all moneys [received] by such commissioners on subscriptions to such capital stock, and all books and papers in their possession relative to such subscriptions. All subsequent elections shall be held at such time and place in one of these counties through which such railroad shall pass, as shall be directed by the by-laws of the company. § 8. A general meeting of the stockholders of any corporation formed under this act shall be holden annually, at the time and place appointed for the election of directors, and a meeting may be called at any time during the interval between such annual meetings, by the directors or by the stockholders owning not less than one fourth of the stock, by giving thirty day's public notice of the time and place of the meeting, in the state paper, and a newspaper published in each county through which the said road shall be run or be intended to run, in which a newspaper shall be published; and when any such meeting is called by the stockholders, the particular object of such call shall be stated, and if at any such meeting thus called, a majority in value of the stockholders are not represented in person or by proxy, such meeting shall be adjourned from day to day, not exMeetings way ceeding three days, without transacting any business, andi if, within said three days, stockholders having a majority of the stock do not attend such meeting, then the said meeting shall be dissolved. Mecting of stockholders. adjourn. tors. Duty of presi- § 9. At the regular annual meeting of the stockholders dent and direc- of any corporation, it shall be the duty of the president a... directors in office for the preceding year to exhibit a clea and distinct statement of the affairs of the said company, and at any meeting of the stockholders a majority of those present in person or by proxy may require similar statement: from the directors, whose duty it shall be to furnish them when thus required; and at all general meetings of the $ 10. In case it shall happen at any time that an election of directors shall not be made on the day designated Failure. by the by-laws of the company, when it ought to have been made, the company for that reason shall not be dissolved, if within ninety days thereafter they shall hold an election for directors in such manner as shall be provided by the bylaws of the company. There shall be a president of the President. company, who shall be chosen by and from the directors, and also such subordinate officers as the company, by its by-laws, may designate, who may be elected or appointed, and required to give such security for the faithful performance of the duties of their office as the company, by its bylaws, may require. § 11. It shall be lawful for the directors to call in and Forfeiture. demand from the stockholders, respectively, all sums of money by them subscribed, at such time and in such payments or instalments as the directors shall deem proper, under the penalty of forfeiting the shares of stock subscribed for, and all previous payments made thereon, if payments shall not be made by the stockholders within sixty days after personal demand, or notice requiring such payment shall have been made in each county through which said road shall be laid out in which a newspaper shall be published. § 12. The directors of such company shall have power By-laws. to make by-laws for the management and disposition of stock, property, and business affairs of such company, not inconsistent with the laws of this state, and prescribing the duties of officers, artificers, and servants that may be employed, for the appointment of all officers for carrying on all the business within the object and purposes of such company. tate. deemed § 13. The stock of such company shall be deemed per-stock sonal estate, and shall be transferable in the manner pre- personal scribed by the by-laws of the company, but no shares shall be transferable till all previous calls thereon shall have been fully paid in, or the said shares shall have been forfeited for the non-payment of calls thereon; and it shall not be lawful for such company to use any of their funds in the purchase of any stock in their own or in any other corporation. § 14. All the stockholders of any such company that Stockholders shall be hereafter incorporated under this act, shall be severally individually liable to the creditors of such company responsible. es |