« ForrigeFortsett »
§ 25. All statements and documents and all other matters filed i the office of the Secretary of State under the provisions of this Aet sha at all proper hours be available for public inspection. § 26. Before filing any statements required to be filed hereunde with reference to securities in Class “C” or in Class “D” the person s filing such statements shall pay in advance to the Secretary of Stat a fee of one-twentieth of one per cent of the amount of the securitie to be offered for sale in this State, but in no case shall the fee be les than twenty-five dollars ($25.00) or more than three hundred dollar ($300.00). § 27. All oaths required by this Act relating to securities in Clas “D” shall be taken before an officer of this State, authorized to ad minister oaths therein. § 28. Whenever in this Act copies of statements or other docu ments are required to be furnished to the Secretary of State for dis tribution, additional copies as requested by the Secretary of State, shal be supplied by the parties filing the original copies or by parties inter ested in the disposition of such securities. § 29. Any solicitor, agent or broker, selling or offering to sell an: securities in Class “D” without compliance with the provisions of thi Act, shall be deemed guilty of a misdemeanor and upon conviction thereof, shall be punished by a fine of not less than one hundred dollar. ($100.00), and not more than five thousand dollars ($5,000.00) for th first offense and not less than one thousand dollars ($1,000.00), no more than ten thousand dollars ($10,000.00) for the second or any subsequent offense, or by imprisonment in the county jail not mor than one year or may be punished by both such fine and imprisonment in the discretion of the court. § 30. Any issuer of securities or any officer, director, trustee of agent thereof, selling or offering to sell any securities in Class “D’ without full compliance with the provisions of this Act, shall be deemed guilty of a misdemeanor and upon conviction thereof shall be fined in any sum not exceeding ten thousand dollars ($10,000.00) for the first offense and not to exceed twenty-five thousand dollars ($25,000.00) for the second or any subsequent offense, and the officer, director, trustee or agent thereof, or the issuer (if a natural person) may be punished by imprisonment in the county jail not exceeding one year or may be punished by both such fine and imprisonment, in the discretion of the court. § 31. Any person or corporation, whether acting on his or its own behalf or on behalf of another violating any of the provisions of this Act, shall be deemed guilty of a misdemeanor and on conviction thereof shall be fined not less than one hundred dollars ($100.00) nor more than five hundred dollars ($500.00) for the first offense and not less than five hundred dollars ($500.00), nor more than one thousand dollars ($1,000.00) for the second or any subsequent offense, or imprisonment in the county jail for not more than six months for the first offense nor more than one year for the second
of any subsequent offense, or shall be subject to both such fine and imprisonment, in the discretion of the court. § 32. Any dealer, agent, solicitor or broker, who shall make any statement or representation not authorized by the issuer, or any statement or representation at variance with, or not reasonably predicated on the statements and documents filed by the issuer in the office of the Secretary of State, shall be guilty of a misdemeanor, and upon onviction thereof, shall be fined in any sum not to exceed one thousand ollars ($1,000.00) for the first offense, and not to exceed five thousand olars ($5,000.00) for the second or any subsequent offense, or imprisoned in the county jail not more than six months for the first offense, nor more than one year for the second or any subsequent offense, or shall be subject to both such fine and imprisonment, in the discretion of the court. § 33. Any person signing any statement, list, inventory, balance sheet or other paper or document required by any provision of this Act to be verified or sworn to, knowing any representation therein contained to be false or untrue (and the depositing of any such statement or document in the office of the Secretary of State shall be deemed prima facie evidence of knowledge of the falsity thereof or of any representation therein contained, and of the wilful signing of such statement or document), shall be deemed guilty of perjury and shall he subject to the penalties by the law of this State prescribed therefor. § 34. It shall be unlawful for any officer, director, trustee, solicitor, agent or broker of or for any issuer, knowing such issuer to be insolvent, to sell any securities issued by such issuer; and any such officer, director, trustee, solicitor, agent or broker who shall make toy sale of any securities of and for any such issuer, and by reason of such insolvency of such issuer, the price paid for such securities or any part thereof shall be lost to the purchaser, shall be deemed guilty of embezzlement and upon conviction thereof shall be fined in a sum not less than one thousand dollars ($1,000.00) nor more than ten thousand dollars ($10,000.00) or may be imprisoned in the State senitentiary for not less than one year nor more than five years, or may be both fined and imprisoned, in the discretion of the court. For the purpose of this section, an issuer shall be deemed insolvent whenever the aggregate of its property shall not, at a fair valuation, be sufficient in amount to pay its debts. § 35. Any person interested in securities in Class “I)” may maintain in the name of the issuer an action at law or suit in chancery for the use of the issuer, against the solicitor, agent or broker of such . issuer, jointly or severally, to recover of such solicitor, agent or broker all moneys in excess of 20% of the proceeds of the sales of securities made by such solicitor, agent or broker and not turned into the treasury of the issuer. § 36. It shall be unlawful for any officer, director, solicitor, broker or agent, to sell or offer for sale any securities in Class “D’’, in any other manner or form than specifically set forth in the information
required to be filed in section 9 of this Act, and any offer or sale upon any other terms or conditions other than set forth, shall be considered prima facie evidence that such officer, director, trustee, solicitor or agent offered or sold same for the purpose of defrauding the investor to whom such security was offered or sold. § 37. Every sale and contract of sale made in violation of any of the provisions of this Act shall be void and the seller of the securities so sold and each and every solicitor, agent or broker of or for such seller, who shall have knowingly performed any act or in any way furthered such sale, shall be jointly and severally liable, upon tender to the seller or in court of the securities sold, to the purchaser for the amount paid, together with his reasonable attorney’s fees in any action brought to recover such amount. § 38. Nothing in this Act shall be construed to relieve corporations from making reports now or hereafter required by law to be made to the Secretary of State or paying the fees now or hereafter to be paid by corporations. This Act shall not be construed to repeal any law now in force regulating the organization of corporations in this State or the admission of any foreign corporation, but the provisions of this Act shall be construed to be additional to any provision regulating the organization of a corporation under the laws of Illinois or the admission of a foreign corporation to do business in this State. § 39. If the issuer of any securities be a foreign corporation, and such issuer shall desire to make sales of such securities under the provisions of this Act, no statement or document relating to such sales shall be filed in the office of the Secretary of State until such foreign corporation has complied with the law regulating the admission of foreign corporations to transact business in this State. $ 40. No prosecution for violation of any provision of this Act shall bar or be barred by any prosecution for the violation of any other provisions of this Act or of any other statute; but all prosecutions and all civil actions to recover money or for other purposes under this Act or based upon any provision of this Act must be commenced within five years after the commission of the act complained of. § 41. The invalidity of any section or provision of this Act shall not affect the remainder thereof. § 42. An Act entitled, “An Act to prevent fraud in the sale and disposition of stocks, bonds or other securities sold or offered for sale within the State of Illinois, by any dealer, firm, company, association of corporation, foreign or domestic, by requiring an inspection of such stocks, bonds, or other securities and an inspection of the business of such persons, firms, companies, associations or corporations, including dealers and agents, and such regulation and supervision of the business of said persons, firms, companies, associations or corporations, including dealers and agents, as may be necessary to prevent fraud in the sale within the State, of any stocks, bonds or other securities, and providing penalties for the violation thereof.” filed June 29, 1917, in effect
| January 1, 1918, is hereby repealed, and all other Acts and parts of Acts insofar as they conflict with this Act are hereby repealed. It shall hereafter be unlawful for any person or corporation to othibit or in any wise make use of any certificate issued by the Secretary of State under any of the provisions of the Act hereby repealed for the purpose of making or in endeavoring to make any sale of securities. This repeal shall not affect any contract rights which have arisen under the law hereby repealed, or under the administration thereof, or invalidate any deposits in escrow or contracts entered into by the issuer of securities for the benefit or security of any person. The Secretary of State shall in all such cases proceed in all respects touching such contracts and escrows as if such law had not been repealed. - § 43. Whereas, an emergency exists, therefore this Act shall be in force and effect from and after its passage and approval. APPROVED June 10, 1919.
NOT FOR PECUNIARY PROFIT.
| 1. Amends sections 29, 31, 32, 33 and § 33. Dividends and distri34, Act of 1872. bution of property— dissolutions. § 29. Organization. § 34. Changes in articles of § 31. Names, nature and association. powers defined.
§ 32. Election of officers—
provisions for bor
tificates of election
to be recorded—
(House BILL No. 448. APPROVED JUNE 28, 1919.)
AN ACT to amend sections 29, 31, 32, 33 and 34 of an Act entitled, "An Act concerning corporations,” approved April 18, 1872, in force July 1, 1872. SECTION 1. Be it enacted by the People of the State of Illinois, represented in the General Assembly: That sections 29, 31, 32, 33 and 34 of an Act entitled, “An Act concerning corporations,” approved - Aoil 18, 1872 and in force July 1, 1872, be amended to read as IQ10 WS: § 29. Societies, corporations and associations (not for pecuniary Profit) may be formed as hereinafter provided. Any three or more persons, citizens of the United States, who shall desire to associate themselves for any lawful purpose, other than for pecuniary profit, may make, sign and acknowledge, before any officer authorized to take ac; knowledgments of deeds in this State and file in the office of the Secretary of State a certificate in writing, in which shall be stated the name of title, which name or title shall be in the English language, by which such corporation, society or association shall be known by law, the location of the business office of the corporation by street and number, the Particular business and object for which it is formed, the number of its trustees, directors and managers, which shall not be less than three, and the names and addresses of the trustees, directors or managers selected for the first year of its existence. § 31. Corporations, associations and societies, not for pecuniary profit, formed under this Act, shall be bodies, corporate and politic, by the name stated in such certificate; and by that name they and their successors shall and may have succession, and shall be persons in law capable of suing and be sued; may have power to make and enforce contracts in relation to the legitimate business of their corporation, society or association; may have and use a common seal, and may change or alter the same at pleasure; and they and their successors, by their corporate name, shall in law be capable of taking, purchasing, holding and disposing of real and personal estate for the purposes of their organization; may, by their trustees, directors or managers, make by-laws not inconsistent with the constitution and laws of this State, or the United States, which by-laws, among other things, shall ... escribe the duties of all officers of the corporation, society or association, and the qualification of members of the corporation, and shall provide for regular meetings of such members at least once in five years and for the calling of special meetings, when necessary, and for the number of members that shall constitute a quorum for the transaction of business at any such regular or special meetings. At any such meeting members of the corporation may take part and vote in person or by proxy. The hy-laws of the corporation made by the trustees, directors or managers, may be modified, altered or amended at any such regular meeting, or at any adjourned session thereof, or at any special meeting called for that purpose. Associations and societies which are intended to benefit the widows, orphans, heirs and devisees of deceased members thereof, and members who have received a permanent disability, and where no annual dues or premiums are required, and where the members shall receive no money as profit or otherwise, except for permanent disability, shall not be deemed insurance companies. § 32. Corporations, associations and societies, not for pecuniary profit, formed under the provisions of this Act, may elect trustees, directors or managers from the members thereof, in such manner, at such time and places, and for such periods as may be provided by the certificate of incorporation, or in case such certificate does not contain such provision, then as may be provided by the by-laws, which trustees, directors or managers shall have the control and management of the affairs and funds of the corporation, society or association. Said trustees, managers or directors may upon consent of the corporation, society or association, expressed by the vote of a majority of the members thereof, present at any regular meeting or special meeting called for that purpose, provided always, that a quorum be present, borrow money to