value, or any combination thereof, or by extending the period of its corporate existence, or by increasing or decreasing the number of directors, they shall give notice of such desire in the notice of the annual meeting of the stockholders, or they may call a special meeting of the stockholders of such corporation for the purpose of submitting to a vote of the stockholders such amendment.

$60. No corporation shall change its place of business, from any town, county or municipality where such town, county or municipality or any of the inhabitants thereof, or any person or persons interested therein, shall have donated or in any manner contributed any money or other valuable thing to induce such corporation to locate its office, property or plant in such town, county or municipality, until the money or other property, or the value thereof, is returned to such donor or contributor.

§ 61. No change in the character or class, or increase or decrease in the amount of authorized capital stock entitled to any preference over any other stock shall be made contrary to the charter provisions creating such preferred stock.

$62. In order to adopt an amendment to the articles of incorporation, such proposed amendment shall receive the affirmative vote of two-thirds in amount of all the stock outstanding and entitled to vote.

$63. Upon the adoption of such proposed amendment of the articles of incorporation, a statement in duplicate to that effect, reciting such action and the vote by which the same was adopted, signed and verified by the president and attested by the secretary, shall be filed in the office of the Secretary of State. If such statement is in conformity with law, the Secretary of State shall file the same and shall issue a certificate thereof to the corporation, as in case of original incorporation. The amendment shall be effective from the date of filing by the Secretary of State.

$64. No amendment shall affect any cause of action in favor of or against such corporation, nor any pending suit in which such corporation shall be a party, nor the rights of persons in any particular, nor shall suits brought against such corporation by its former name be abated for that cause.

MERGER AND CONSOLIDATION.

$65. Any two or more corporations organized under the laws of this State for the purpose of carrying on any kind of business of the same or a similar nature may, except as otherwise provided in this Act, merge or consolidate into a single corporation, and the authority in the charter of any such corporation to carry on any kind of business in addition to the kind of business common to all desiring to merge or consolidate shall not prevent such merger or consolidation. The corporation formed by the merger or consolidation may take either the name of one of such merging or consolidating corporations or a new name not the same as or similar to that of a corporation then

existing under the laws of this State or of a foreign corporation licensed to do business in this State.

§ 66. Merger or consolidation shall be subject to the following: (1) It shall be unlawful for two or more building corporations or for two or more agency and loan corporations, respectively, to merge or consolidate;

(2) It shall be unlawful for two or more corporations to merge or consolidate where the effect of such consolidation or merger would be illegally to regulate or control the price of, or illegally to limit the quantity of, or illegally to establish a monopoly in any article, commodity or merchandise manufactured, mined, produced or sold in this State.

§ 67. Merger or consolidation shall be effected in the manner following:

(1) The directors of each corporation which desires to merge or consolidate shall pass an identical resolution prescribing the terms and conditions of merger or consolidation, the mode of carrying the same into effect and the manner of converting the shares of the merging or consolidating corporations, with such other details and provisions as are deemed necessary;

(2) Such resolution shall be submitted to a vote of the stockholders of each corporation, either at a regular or special meeting, of which twenty days' notice stating the purpose to submit such resolution shall be given by mailing a notice thereof to each stockholder of each corporation and by publication;

(3) At such meeting the stockholders, either in person or by proxy, shall vote, by ballot, for or against the adoption of such resolution, each share of stock entitling the holder thereof to one vote;

(4) If two-thirds in amount of all the outstanding capital stock of each corporation shall vote in favor of such resolution, then such merger or consolidation shall be authorized;

(5) Upon the authorization of such merger or consolidation, a statement to that effect in duplicate, reciting such action and the vote by which the same was adopted, accompanied by a certified copy of the identical resolution adopted by each merging or consolidating corpor ation and otherwise making the statement required herein for original incorporation, executed by the president or vice-president of each such corporation and verified by their respective oaths, shall be filed in the office of the Secretary of State:

(6) If such statement, with the accompanying papers, is in conformity with law, the Secretary of State shall file the same and shall issue a certificate of merger or consolidation, making a part thereof such statement and all papers relating thereto;

(7) Upon the filing of such statement, with the accompanying papers, such mergers and consolidations shall be effected.

$68. A notice, in general terms, of such merger or consolidation shall be published in the county in which the principal office of each corporation so merged or consolidated is located.

$69. When such merger or consolidation has been effected, the merged or consolidated corporations shall be a single corporation in

accordance with the terms and provisions of the resolutions so adopted and approved, and shall be subject to all the duties and liabilities, and have all the rights and privileges, immunities and powers of a corporation formed under this Act.

$ 70. Such single corporations shall thereupon and thereafter possess all the rights, privileges, immunities, powers and franchises, as well of a public as a private nature, and all property, real, personal, and mixed, and all debts due on whatever account, as well as for stock subscriptions and all other things in action, of, or belonging to, each of such corporation, and be subject to all the restrictions, liabilities and duties of each of such corporations so merged or consolidated. All property, rights, privileges, immunities, powers and franchises and all and every other interest shall thereafter be as effectually the property of the single corporation as they were of the several and respective merging or consolidating corporations. The title to any real estate, whether by deed or otherwise, under the laws of this State, vested in any of such corporations, shall not revert or be in any way impaired by reason of such merger or consolidation.

§ 71. All rights of creditors and all liens upon the property of either of such merging or consolidating corporations shall be preserved unimpaired, and all debts, liabilities and duties of the respective corporations shall henceforth attach to such single corporation and may be enforced against it to the same extent as if such debts, liabilities and duties had been incurred or contracted by it. Any action or proceeding pending by or against one of the corporations merged or consolidated may be prosecuted to judgment, as if such merger or consolidation had not taken place, or the merged or consolidated corporation may be substituted in its place.

$ 72. When two or more corporations are merged or consolidated, the single corporation shall have power and authority to issue bonds or other obligations, negotiable or otherwise, and with or without coupons or interest certificates attached, to an amount sufficient, with its capital stock, to provide for all the payments it will be required to make, or obligations it will be required to assume, in order either to effect such merger or consolidation, or thereafter to conduct its business. To secure the payments of such bonds and obligations, it shall be lawful to mortgage its corporate franchises, rights, privileges and property, real, personal, and mixed, and it shall be lawful to issue shares of stock to such an amount as may be necessary to the stockholders of such constituent corporations in exchange or payment for the original shares, in the manner and on the terms specified in the resolutions of merger or consolidation.

§ 73. Any stockholder objecting to any action of the corporation in leasing, exchanging or selling all of its corporate assets, or objecting to a merger or consolidation with another corporation (the corporation acquiring such assets by lease, exchange, sale, merger or consolidation being hereinafter referred to as the "acquiring corporation"), shall be obligated to sell and transfer to the acquiring corporation and the acquiring corporation shall become and be obligated to purchase such share or shares, together with all rights and interests there

by represented, including all cash or securities or other benefits accruing to such share or shares, from or by reason of the sale, lease, merger or consolidation at a price equal to the fair value of such share or shares with interest on such fair value at the rate of five per cent per annum from the date such sale, lease, merger, or consolidation was consummated. If such fair value and interest thereon is not paid to such objecting stockholder by such acquiring corporation within thirty days after such sale, lease, merger or consolidation is consummated, then such objecting stockholder may, within sixty days after the consummation of such sale, lease, merger or consolidation, file a petition in the Circuit Court of the county in which the principal office of the acquiring corporation is located, asking for a finding and determination of the fair value of such shares of stock. Upon the filing of such petition the practice and procedure thereon shall be the same, so far as practicable, as that under the eminent domain laws of this State, but the court shall have full power and authority to do all things and enter all such orders as it may deem equitable and just for the purpose of preserving and protecting the rights of the parties to the proceeding during the pendency thereof. Such fair values shall be ascertained and determined as of the date of the consummation of such sale, lease, merger or consolidation, and without regard to any depreciation or appreciation because of or on account of such sale, lease, merger or consolidation.

The court shall enter judgment against such acquiring corporation for the amount of such fair value and interest thereon, which judgment may be collected as other judgments at law. Upon the payment of such judgment such stockholder shall cease to have any interest in such stock or in the property of the corporation. Such stock may be held and disposed of by the corporation as it shall see fit.

Unless such objecting stockholder shall file such petition within the time herein limited, such stockholder and those claiming under him shall be conclusively presumed to have authorized, approved and ratified such sale, lease, merger or consolidation. If at the expiration of thirty days from the time of the consummation of such sale, lease, merger or consolidation, the person in whose name such share or shares shall stand, shall not be living, or shall be under disability, his executor, administrator, guardian, or conservator, as the case may be, shall be entitled to file such petition within ninety days after the consummation of such sale, lease, merger or consolidation.

DISSOLUTION.

$74. The incorporators named in any certificate of incorporation, before the payment of any part of the capital, and before beginning the business for which the corporation was created, may surrender all their corporate rights and franchises, by filing in the office of the Secretary of State a certificate, verified by their joint and several oaths, that no part of the capital has been paid and that such business has not been begun, and surrendering all rights and franchises. Thereupon such corporation shall be dissolved.

$75. Any corporation organized under any general or special Act of this State, including railroad corporations, may be dissolved in the manner following:

(1) The board of directors shall, when requested in writing by the owners of not less than two-thirds of the capital stock outstanding to submit the question of dissolution, submit the same at any annual or special meeting, of which twenty days' notice stating the purpose to submit such question shall be given by mailing a notice thereof to each stockholder and by publication;

(2) At such meeting the stockholders, either in person or by proxy, shall vote, by ballot, for or against the proposition of the dissolation of the corporation;

(3) If two-thirds in amount of all the outstanding capital stock shall vote in favor of such proposition, then such dissolution shall be authorized;

(4) The corporation shall then:

(a) Collect all its corporate assets;

(b) Pay and discharge all its corporate debts and liabilities; (e) Distribute its corporate assets and property among the persons entitled thereto, or, if a stockholder is unknown or cannot be found, or is under disability, deposit the amount due and owing to such stockholder with the State Treasurer, which shall be paid to such stockholder, or to his legal representative, upon making satisfactory proof to the State Treasurer of right thereto;

(5) The corporation shall then submit to the Secretary of State in duplicate a certificate of dissolution, verified by the president, secretary or other corporate oflicer, setting forth:

(a) The date of the meeting of the stockholders at which the dissolution was authorized;

(b) A true copy of the notice of such meeting, together with at certificate of mailing and publication;

(c) A true copy of the resolution authorizing the dissolution; (d) A complete itemized list of all the corporate debts and liabilities at the time of the passage of such resolution;

(e) The date and manner of payment of each debt and liability; (f) A complete itemized list of all its corporate assets and property at the time of their distribution;

(g) The date and manner of the distribution of corporate assets and property;

(6) If such certificate of dissolution is in conformity with law, the Secretary of State shall file the same and shall issue to such corporation a certificate of dissolution.

$16. Any corporation which has ceased to do business as a corporation, or has discontinued to exercise its corporate functions, shall thereby forfeit its charter. The Attorney General shall proceed by information in equity to declare such forfeiture.

$77. Unless a corporation shall proceed to the transaction of its business within one year from the date of the approval of its certificate of incorporation, then such certificate shall be deemed revoked and all proceeding thereunder void.