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required to be filed in section 9 of this Act, and any offer or sale upor any other terms or conditions other than set forth, shall be considered prima facie evidence that such officer, director, trustee, solicitor or agen 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 or 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 exhibit 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, Lor 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.

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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 April 18, 1872 and in force July 1, 1872, be amended to read as follows:

$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 acknowledgments 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 or 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 by-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

be used solely for the purpose of their organization and may pledge their property therefor. Whenever trustees, managers or directors shall be elected, a certificate under the seal of the corporation, giving the Lames of those elected, and the term of their office, shall be recorded in the office of the recorder of deeds where the certificate of organization is recorded. Vacancies in the board of trustees, directors or mangers shall be filled in the manner provided by their by-laws, and upon Alling any vacancy a like certificate shall be recorded.

§33. No dividends or distribution of the property of such corporation, society or association shall be made until all debts are fully paid and then only upon its final dissolution and surrender of organization and name; nor shall any distribution be made except by a vote of a majority of the members. Whenever a majority of the members of such corporation, society or association shall wish to dissolve the corporation and abandon the corporate enterprise, the trustees, directors managers shall call a meeting of the members in accordance with the by-laws, to vote upon the proposition of dissolving the corporation. Upon the passing of a resolution of dissolution in accordance with the by-laws of the corporation, the secretary of the corporation shall certify to the fact of the passing of the resolution of dissolution and the further fact that all the debts of the corporation have been paid and the property distributed among the members according to their respective rights, which certificate shall be under the seal of the corporation and verified by oath of the president and recorded in the office of the county reorder of the county wherein the business office of the corporation is ocated and filed in the office of the Secretary of State. Upon the filing of the certificate of dissolution duly recorded, the Secretary of State shall examine the same and if it is in conformity with the law, shall issue certificate of dissolution. Upon the issuance of said certificate of dissolution by the Secretary of State, such corporation, society or association shall cease to exist. In case any statement made by the president and secretary of the corporation relating to the dissolution of said corporation, shall be wilfully false, said officers shall be jointly and severally liable for the debts of such corporation, society or association.

34. Any such corporation, society or association may change its articles of association, in the manner prescribed by their own rules; but no such change shall be of legal effect until a certificate thereof, verified by oath of the president, under seal of such corporation, society or association, shall be filed in the office of the Secretary of State, and recorded in the office of the recorder of deeds in which the original. certificate was recorded.

APPROVED June 28, 1919.

REAL ESTATE.

5. Stockholders-officersdirectors.

§ 1. Amends sections 1 and 5, Act of

1917.

§ 1. Organization.

(SENATE BILL NO. 28. FILED JUNE 19, 1919.)

AN ACT to amend an Act entitled, "An Act to provide for the incorpora tion of associations for the purpose of owning certain classes of red estate and defining and limiting the powers of such corporations in force July 1, 1917, by amending sections 1 and 5 thereof.

SECTION 1. Be it enacted by the People of the State of Illinois represented in the General Assembly: That an Act entitled, "An Ad to provide for the incorporation of associations for the purpose of own ing certain classes of real estate and defining and limiting the powers o such corporations," in force July 1, 1917, be and the same is hereby amended by amending sections 1 and 5 thereof, so that said section shall read as follows:

§ 1. That any number of persons, not less than ten (10), all o whom shall be citizens of the United States and either, residents of the county in which the principal office of the company to be incorpor ated is to be located or, residents of a county that adjoins such county may form a corporation to own lands for the purpose of improvemen by the company, by the erection of residences thereon, to be sold of leased by said company: Provided that the persons forming such cor poration shall be limited, in residence, to two or less counties.

§ 5. No person, unless, a resident, of the county in which the principal office is located, or a resident of a county that adjoins such county, shall hold stock in any company incorporated under this Act: Provided that the persons who shall hold stock in any such company shall be limited, in residence, to two or less counties, unless such stock is acquired by inheritance or bequest. No person not a resident of one or the other of such counties, shall be a director or officer of any such corporation.

FILED June 19, 1919.

This bill having remained with the Governor ten days, Sundays excepted, the General Assembly being in session, it has thereby become a law. Witness my hand this nineteenth day of June, A. D. 1919. LOUIS L. EMMERSON, Secretary of State.

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