and places and for such period as may be provided for by the by-laws, who 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, borrow money, to be used solely for purposes 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, giv ing the names 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 managers shall be filled in the manner provided by their by-laws, and upon filling any vacancy a like certificate shall be recorded. 33. When distribution, etc., may be made - dissolution. 33. No dividend 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. When a distribution of their property is contemplated, the trustees, directors or managers shall file a statement, under oath, in the office of the recorder of deeds in the county where the business office is located, that all debts of the corporation, society or association are paid. And in case a distribution shall be made before filing such statement under oath, or if such statement shall be willfully false, said trustees, directors or managers shall be, jointly and severally, liable for the debts of such corporation, society or association. When a final dissolution of any corporation, society or association, organized by virtue of this act, has been agreed upon, the trustees, directors or managers shall file, in the office of the secretary of State, a certificate thereof, under seal of the corporation; and upon the filing of said certificate, such organization shall cease to exist 34. Change of articles of 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, under seal of such cor[*292] poration, 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. RELIGIOUS CORPORATIONS. 35. How organized. § 35. The foregoing provisions shall not apply to any religious corporations; but any church, congregation or society formed for the purpose of religious worship, may become incorporated in the manner following, to-wit: By electing or appointing, according to its usages or customs, at any meeting held for that purpose, two or more of its members as trustees, wardens and vestrymen (or such other officers whose powers and duties are similar to those of trustees, as shall be agreeable to the usages and customs, rules or regulations of such congregation, church or society), and may adopt a corporate name; and upon the filing of the affidavit, as hereinafter provided, it shall be and remain a body politic and corporate by the name so adopted. [80 Ill. 561. 36. Affidavit of organization. § 36. The chairman or secretary of such meeting shall, as soon as may be after such meeting, make and file in the office of the recorder of deeds in the county in which such congregation, church or society is organized (which shall be recorded by such recorder) an affidavit, substantially in the following form STATE OF ILLINOIS, I, 88.: , do solemnly swear (or affirm, as the case may be), that at a meeting of the members of the (here insert the name of the church, society or congregation, as known before incorporation), held at (here insert place of meeting), in the county of and State of Illinois, on the day of A. D. 18 for that purpose, the following persons were elected (or appointed) (here insert their names) trustees (or wardens, vestrymen or officers by whatever name they choose to adopt, with powers and duties similar to trustees), according to the rules and usages of such (church, society or congregation). And said (church, society or congregation) adopted as its corporate name (here insert the name). And at said meeting this afflant acted as (chairman or secretary, as the case may be). Subscribed and sworn to before me this (Name of affiant.) , A. D. 18 day of Such affidavit, or a copy thereof, duly certified by the recorder, shall be received as evidence of the due incorporation of such congregation, church or society. [Ferraria v. Vasconcellos, 23 Ill. 456; Same v. Same, 31 Ill. 26; Same v. Same 27 Ill. 237; Niccolls v. Rugg, 47 Ill. 47; Watson v. Jones, 13 Wall. (U. S.) 680. 37. Term of office of trustees. § 37. The term of office of the trustees of any such corporation may be determined by the rules or by-laws of the congregation, church or society. [Nelson v. Benson, 69 Ill. 27. 38. Failure to elect trustees not to dissolve. § 38. A failure to elect trustees at any time shall not work a dissolution of such corporation, but the trustees last elected shall be considered as in office until their successors are elected. 39. Subsequent elections - vacancies, etc. $39. All elections of trustees after the first, and elections to fill vacancies, may be called and conducted upon such notice and in such manner as may be provided by the rules, usages or by-laws of the congregation, church or society, but the qualification and number of the trustees shall, at all times, be the same as required in the thirty-fifth section of this act. No certificate of election, after the first, need be filed for record. 40. Removal of trustees. $ 40. A trustee may be removed from office by an election, called and conducted in like manner as elections for trustees, or his office declared vacant for a failure to act, immoral conduct, or for an abandonment of the faith of the congregation, church or society. 41. Property to vest in corporation, except, etc. § 41. Upon the incorporation of any congregation, church or society, all real and personal property held by any person or trustees for the use of the members thereof, shall immediately vest in such corporation and be subject to its control, and may be used, mortgaged, sold and conveyed the same as if it had been conveyed to such corporation by deed; but no such conveyance or mortgage shall be made so as to affect or destroy the intent or effect of any grant, devise or donation that may be made to such person or trustee for the use of such congregation, church or society. [Firemen's Fund Ins. Co. v. Congregation Rodeph Sholom, 80 Ill. 561; Gilman v. Hamilton, 16 Ill. 225; Reed v. Bradley, 17 Ill. 32Î. 42. May acquire and hold land, etc. — limitation. § 42. Any corporation that may be formed for religious purposes under this act, or under any law of this State for the incorporation of religious societies, may receive by gift, devise or purchase, land not exceed [*293] ing in quantity (including that already held by such corporation) ten acres, and may erect or build thereon such houses, buildings or other improvements as it may deem necessary for the convenience and comfort of such congregation, church or society, and may lay out and maintain thereon a burying ground; but no such property shall be used except in the manner expressed in the gift, grant or devise, or, if no use or trust is so expressed, except for the benefit of the congregation, church or society for which it was intended. 43. Powers of trustees and society over property. § 43. The trustees shall have the care, custody and control of the real and personal property of the corporation, subject to the direction of the congregation, church or society, and may, when directed by the congregation, church or society, erect houses or buildings and improvements, and repair and alter the same, and may, when so directed, mortgage, incumber, sell and convey any real or personal estate of such corporation, and enter into all lawful contracts in the name of and in behalf of such corporation; Provided, that no mortgage, incumbrance, sale or conveyance shall be made of any such estate, so as to defeat or destroy the effect of any gift, grant, devise or bequest which may be made to such corporation; but all such gifts, grants, devises and bequests shall be appropriated and used as directed or intended by the person or persons making the same. [Brunnenmeyer v. Buhre, 32 Ill. 184; Happy v. Morton, 33 Ill. 398; Trustees, etc. v. Stewart, 45 Ill. 81; Trustees, etc. v. Proctor, 66 I. 11; St. P. R. C. C. of East St. Louis y. Abst, 76 Ill. 252; Adam Street M. E. Church v. Garnsey, 66 Ill. 152; The F. F Ins. Co. v. Rodeph Sholom, 80 III 558; A. M. E. Church v. McGruder, 73 Ill. 517; Chase v. Cheeney, 58 Ill. 509; Little v. Bailey, 87 Ill. 239. 44. Existing societies may organize under this act. 44. Any congregation, church or society, heretofore incorporated under the provisions of any law for the incorporation of religious societies, may become incorporated under the provisions of this act, relative to religious societies, in the same manner as if it had not previously been incorporated, in which case the new corporation shall be entitled [to] and invested with all the real and personal estate of the old corporation, in like manner and to the same extent as the old corporation, subject to all the debts, contracts and liabilities. The word "trustees," wherever used in this act, shall be construed to include wardens and vestrymen, or such other officers as perform the duties of trustees. [Little v. Bailey, 87 Ill. 241. 45. Camp grounds. § 45. Any congregation, church or society, incorporated under this act, may receive, by grant, devise or bequest, real estate, not exceeding forty acres, for the purpose of holding camp meetings, and may put such improvements thereon as they may deem for their comfort and convenience. The title to such real estate shall be in such corporation, subject to like conditions as are provided in this act in regard to other real estate held by such corporation. 46. Right to publish, etc., books, etc. § 46. The trustees, or any other persons designated by any such congregation, church or society incorporated under this act, shall have power to publish, print, circulate, sell or give away such religious, Sabbath school and missionary tracts, periodicals or books as they may deem necessary to the promotion of religion and morality. GENERAL PROVISIONS. 47. Legislative control reserved. § 47. This act is subject to any limitation or modification which may be hereafter enacted by general law, as to the amount of real estate and personal property to be held by the corporations respectively provided for herein for religious purposes. [People v. Brown, 83 Ill 95. 48. Prior acts repealed as to future organizations. $48. No corporation, association or society for any purpose authorized by this act shall be formed under any other act. 49. Repeal-saving. 49. All acts or parts of acts in conflict with the provisions of this act are hereby repealed; Provided, that the repeal of said acts shall not affect any corporations existing under any such acts, or any rights or liabilities that may have accrued when this act shall take effect; but such rights and liabilities shall remain as though this act had not been passed. レ [Kipp v Lichtenstein, 79 Ill. 358; Baker v. Adm'rs of Backus, 32 Ill. 80; Dodge v. Woolsey, 18 How. (U.S.) 331; Bradley v. Ballard, 55 Ill. 413; Illinois, etc., v. Cooper, 25 Ill. 148; Chandler v. N. I. R Co., is Ill. 190, Ryan v. Dunlap, 17 Ill. 40; Moses v. Kreigh, 49 Ill. 86; 22 N. Y. 258; Richardson v. Akin, 87 Ill. 139. [NOTE. See Statutes, ch. 131, § 6. The act of 1869 (L. 1869, p. 67), in regard to Catholic churches, etc, is not repealed by title, but see § 48 above.] CHANGING NAME AND PLACE OF BUSINESS; INCREASING AN ACT to provide for changing the names, for changing the places of business, 50. Meeting of stockholders for—restriction. SEC. 1. Be it enacted by the People of the State of Illinois, represented in the General Assembly, That whenever the board of directors, managers or trustees of any corporation existing by virtue of any general or special law of this State, or any corporation hereafter organized by virtue of any law of this State, may desire to change the name, to change the place of business, to increase or decrease the capital stock, to increase or decrease the number of directors, managers or trustees, or to consolidate said corporation with any other corporation now existing, or which may hereafter be organized, they may call a special meeting of the stockholders of such corporation, for the purpose of submitting to a vote of such stockholders the question of such change of name, change of place of business, increase or decrease of number of directors, managers or trustees, increase or decrease of capital stock, or consolidation with some other corporation, as the case may be, and further than eleemosynary or religious corporations for educational purposes, acting under the general law or by virtue of special charter, are authorized to change the time and manner of electing the trustees, and to allow the alumni of said corporations to vote in the election of the trustees, or a part thereof Provided, that in changing the name of any other corporation, under the provisions hereof, no name shall be assumed or adopted by any corporation similar to, or liable to be mistaken for, the name of any other corporation organized under the laws of this State, without the consent of such other corporation; and that in no case shall the capital stock be diminished to the prejudice of the creditors of such corporation, or the number of directors, managers or trustees be reduced to less than five, or increased to more than eleven; And, provided, further, that no corporation shall, by virtue hereof, 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 in such town |