CORPORATIONS FOR PECUNIARY PROFIT-Continued.

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76.

§ 77.

83.

(HOUSE BILL No. 664. APPROVED JUNE 28, 1919.)

AN ACT in relation to corporations for pecuniary profit.

SECTION 1. Be it enacted by the People of the State of Illinois, represented in the General Assembly: That this Act shall be known as "The General Corporation Act."

PURPOSES FOR WHICH CORPORATIONS MAY BE ORGANIZD.

§ 2. Corporations may be organized in the manner provided in this Act for any lawful purpose, except for the purpose of banking, insurance, real estate brokerage, the operation of railroads, or the business of loaning money.

$3. Corporations may be organized hereunder for any one of the following purposes:

"Building corporations," for acquiring, owning, erecting, leasing or operating only one building and the site therefor of not more than eighty thousand square feet of land; "Agency and loan corporations," for the purpose of acting as agents for others in the purchase, sale, renting, and management of real estate and leasehold interests in the operation of an insurance agency business, in the negotiation of loans on real estate and leasehold interests, of lending money on bonds or notes secured by mortgages or trust deeds on real estate or leaseholds or on the mortgage bonds of industrial or railroad companies or of any public service corporation, or on any state, municipal, or quasimunicipal bonds, or for the purpose of buying, selling, pledging, mortgaging or otherwise dealing in any of such securities;

"Real estate improvement corporations," for the purpose of owning land, erecting residences thereon, and selling or leasing such land or residences, which land so owned shall be situated only in the county in which its principal office is located.

No corporation organized for one of the purposes specified in this section shall have any other object or purpose.

INCORPORATION AND ORGANIZATION.

$ 4. Whenever three or more adult persons, citizens of the United States of America, at least one of whom shall be a citizen of this State, shall desire to form a corporation under this Act, they shall sign, seal and acknowledge before some officer, competent to take acknowledgment of deeds, a statement of incorporation setting forth the following: The names and postoffice addresses of the incorporators; The name of the proposed corporation;

(2)

(3)

A clear and definite statement of the object or objects for which it is formed;

(4) (5)

The period of duration;

The location of its principal office in this State, giving town.

or city, street and number, if any;

(6) The number of shares into which the capital stock is to be divided, whether all or part of the same shall have a par value, and if so, the par value thereof, which shall not be less than five dollars, nor more than one hundred dollars, per share, and whether all or part of the same shall have no par value, and, if there is to be more than one class of stock created, a description of the different classes, the number of shares in each class, and the relative rights, interests and preferences each class shall represent;

(7) The names and addresses (giving street and number) of the original subscribers to the capital stock, and the amount subscribed by

each:

(8) The total amount of authorized capital stock;

(9) The amount of such stock which it is proposed to issue at once (which shall not be less than one thousand dollars);

(10) The payment of at least one-half of the capital stock having a par value and of not less than five dollars per share for each share of capital stock having no par value, which it is proposed to issue at once, with a description of the nature and value of property, if any, paid for such capital stock;

(11) The number, names and postoffice addresses of the directors, by street and number, at least one of whom shall be a resident of this State and the term for which elected;

(12) In the case of a building corporation, a specific and definite description of the site for such building;

(13) Any other provisions, not inconsistent with law, for the regulation of the business and the conduct of the affairs of the corporation, and any provisions creating, defining, limiting and regulating the powers of the corporation, the directors and the stockholders or any class or classes of stockholders. Such statement shall be filed in duplicate in the office of the Secretary of State on forms prescribed and furnished by the Secretary of State.

$5. Upon the filing of such statement, the Secretary of State shall examine the same, and, if it is in conformity with the provisions of this Act, he shall endorse thereon the word "filed" followed by the month, day, and year of such filing. Upon such filing the corporation shall be deemed fully organized and may proceed to business.

The Secretary of State shall also issue a certificate of incorporation to the incorporators, making a part of such certificate a copy of all papers filed in his office, using for that purpose duplicate copies, if any, filed therein, duly authenticated under his hand and the seal of State. A copy of such certificate of incorporation shall be prepared and filed by the Secretary of State in his office.

POWERS.

to the conditions and limitations prescribed by this Act, have the fol86. Each corporation organized under this Act shall, subject lowing powers, rights, and privileges:

ited in its certificate of incorporation, or any amendment thereof; (1) To have succession by its corporate name for the period lim

(2) To sue or be sued in its corporate name;

(3) To have and use a common seal and alter the same at pleasure : (4) To have a capital stock of such an amount, and divided into shares with a par value, or without a par value, and to divide such capital stock into such classes, with such preferences, rights, values and interests as may be provided in the article of incorporation, or any amendment thereof;

(5) To acquire, and to own, possess and enjoy so much real and personal property as may be necessary for the transaction of the business of such corporation, and to lease, mortgage, pledge, sell, convey or transfer the same;

(6) To own, purchase or otherwise acquire, whether in exchange for the issuance of its own stock, bonds, or other obligations or otherwise, and to hold, vote, pledge, or dispose of the stocks, bonds, and other evidences of indebtedness of any corporation, domestic or foreign;

(7) To borrow money at such rate of interest as the corporation may determine without regard to or restrictions under any usury law of this State and to mortgage or pledge its property, both real and personal, to secure the payment thereof;

(8) To elect officers, appoint agents, define their duties and fix their compensation;

(9) To lease, exchange or sell all of the corporate assets with the consent of two-thirds of all of the outstanding capital stock of the corporation at any annual meeting or at any special meeting called for that purpose;

(10) To make by-laws not inconsistent with the laws of this State for the administration of the business and interests of such corporation:

(11) To conduct business in this State, other states, the District of Columbia, the territories, possessions, and dependencies of the United States and in foreign countries and to have one or more offices out of this State, and to hold, purchase, mortgage, and convey real and personal property outside of this State necessary and requisite to carry out the object of the corporation;

(12) In time of war to transact any lawful business in aid of the United States in the prosecution of war, to make donations to associations and organizations aiding in war activities and to loan money to the State or Federal government for war purposes:

(13) To cease doing business and to surrender its charter;

(14) To have and exercise all the powers necessary and convenient to carry into effect the purpose for which such corporation is formed.

§ 7. The power of a corporation subject to the provisions of this Act, to acquire, hold, vote, pledge, or dispose of the stocks, bonds, and evidences of indebtedness of another corporation, shall be subject to the following conditions and limitations:

(1) No corporation shall acquire, directly or indirectly, the whole or any part of the stock or other share capital of another corporation. where the effect of such acquisition may be substantially to lessen competition between the corporation whose stock is so acquired and