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county or municipality; And, provided, further, that the provisions of this act, in reference to the consolidation of corporations, shall only apply to corporations of the same kind, engaged in the same general business, and carrying on their business in the same vicinity, and that no more than two corporations now existing shall be consolidated into one, under the provisions hereof. [See §§ 59–64; also “R. R. and W.,” ch. 114, $15.

5. Notice of meeting. 2. Such special meeting shall be called by delivering personally, or depositing in the post-office, at least thirty days before the time fixed for such meeting, a notice, properly addressed to each stockholder, signed by a majority of said directors, managers or trustees, stating the time, place and object of such meeting. A general notice of the time, place and object of such meeting shall also be published, for three successive weeks, in some newspaper printed in or nearest the county in which the principal business office of said corporation is located.

52. Manner of voting-two-thirds necessary. § 3. At any such meeting, stockholders may vote in person or by proxy, each stockholder being entitled to one vote for each share of stock held by him; and votes representing two-thirds of all the stock of the corporation shall be necessary for the adoption of the proposed change of name, place of business, number of directors, managers or trustees, amount of capital stock, or consolidation with some other company.

53. Certificates of vote filed -- changes accomplished. $4. If, at any regular annual meeting, or at the time and place specified in said notice of a special meeting called for that purpose, said propositions, or any of them, be submitted to a vote, and if it shall appear that two thirds of all the votes represented by the whole stock of such corporation are in favor of the propositions, or of any of them, so submitted, a certificate thereof, verified by the affidavit of the president, and under seal of said corporation, shall be filed in the office of the secre[*295] tary of State, and a like certificate filed for record in the office of the recorder of deeds of the county where the principal business office of such corporation is located. And upon the filing of said certificate, the changes proposed and voted for at such meeting, as to name, place of business, increase or decrease of capital stock, or number of directors, managers or trustees, or consolidation with some other company, shall be and is hereby declared accomplished in accordance with said vote of the stockholders; And, provided, further, that any corporation, other than corporations for manufacturing purposes, availing itself of or accepting the benefits of or formed under this act (except the mere change of name), shall be subject to the general laws of this State now in force, or which may hereafter be passed, regulating corporations of like char

acter.

[People v. Empire Fire Ins. Co., 88 Ill. 310.

54. Notice of change. § 5. Such corporations shall, upon the filing of said certificate, cause to be published in some newspaper in, or nearest the county in which their principal office is located, a notice of such changes of organization, for three successive weeks.

55. Act extended to corporations other than stock. 6. Corporations, not being stock companies, may avail themselves of all the privileges and provisions of this act, by a majority vote of the members of such corporations who may be present at a meeting called for any of the purposes included in this act.

[People v. Empire Fire Ins. Co., 88 Ill. 311.

56. Rights preserved. § 7. Such change of name, place of business, increase or decrease of capital stock, increase or decrease of number of directors, managers or trustees, or consolidation of one corporation with another, shall not affect suits pending, in which such corporation or corporations shall be parties; nor shall such changes affect causes of action, nor the rights of persons in any particular; nor shall suits brought against such corporation by its former name be abated for that cause. [See § 59.

57. Consolidation of railroad companies -notice. §8. Whenever any railroad corporation shall desire to consolidate with any other railroad corporation, by virtue of the provisions of this act, a notice, as provided by section two of this act, shall be given at least sixty days before the time fixed for such meeting, and a general notice, as provided by said section two, shall be published for nine successive weeks; Provided, that railroad corporations shall not consolidate their stock, property or franchises with any other railroad corporation owning a parallel or competing line.

58. Emergency. § 9.

Whereas a large number of corporations in this State desire to change their names, and in other respects to comply with the terms of this act, whereby an emergency has arisen as a reason why this act should take effect forthwith: therefore this act shall take effect and be in force from and after its passage.

AMENDATORY ACT OF 1977.

AN ACT authorizing the changing of the number of directors of incorporated companies in certain cases. [Approved and in force May 22, 1877. Laws 1877, p. 67.]

*59. Meeting of stockholders for change. SEC. 1. Be it enacted by the People of the State of Illinois, represented in the General Assembly, That whenever the stockholders holding a majority of the stock 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 number of its directors, managers or trustees from an even number to an odd number, they may call a special meeting of the stockholders of such corporation for the purpose of submitting to a vote of the stockholders of such corporation the question of such change of directors, managers or trustees from an even to an odd number: Provided, that the number of directors, managers or trustees shall in no such cas after such change be less than five nor more than eleven.

*60. Special meetings-notice. § 2. Such special meeting shall be called by the president upon the written application of the stockholders of such corporation owning a majority of the stock, by deliver

ing personally, or depositing in the post-office at least thirty days before the time fixed for such meeting, a notice properly addressed to each stockholder, signed by the president, stating the time, place and object of such meeting. A general notice of the time, place and object of such meeting shall also be published for three successive weeks in some newspaper printed in or nearest to the county in which the principal business office of said corporation is located.

*61. Manner of voting. § 3. At any such meeting stockholders may vote in person or by proxy, each stockholder being entitled to one vote for each share of stock held by him, and votes representing a majority of all the stock of the corporation shall be necessary for the purpose of changing the number of the directors, managers or trustees from an even to an odd number.

*62. Certificates of vote filed-changes accomplished. 4. If at any regular annual meeting, or at the time and place specified in such notice of a special meeting called for that purpose, said proposition to change the number of directors, managers or trustees from an even to an odd number, be submitted to vote, and if it shall appear that a majority of all the votes represented by the whole stock of such corporation are in favor of such change, a certificate thereof verified by the affidavit of the president and under the seal of said corporation shall be filed in the office of the secretary of State; and a like certificate filed for record in the office of the recorder of deeds of the county wherein the principal business office of such corporation is located; and upon the filing of such certificate the number of directors, managers or trustees shall be and is hereby declared to be changed from an even number to an odd number in accordance with such vote of the stockholders as aforesaid.

*63. Repeal. § 5. All acts and parts of acts inconsistent with this act are hereby repealed.

*64. Emergency. 6. Whereas a large number of corporations in this State desire to change the number of their directors, managers or trustees, from an even number to an odd number, an emergency therefore exists, and this act shall take effect and be in force from and after its passage.

CONSOLIDATION.

AN ACT in relation to the consolidation of incorporated companies. [Approved March 9, 1867. In force May 9, 1867. L. 1867, p. 80.]

65. Consolidated company liable for debts of original companies. SEC. 1. In all cases when any company or corporation, chartered or organized under the laws of this State, shall consolidate its property, stock or franchises with any other company or companies, such consolidated company shall be liable for all debts or liabilities of each company included in said consolidated company, existing or accrued prior to such consolidation; and actions may be brought and maintained, and recovery had therefor, against such consolidated company. [See $56.

[*296]

CORPORATIONS ACTING BY ATTORNEY.

AN ACT to authorize corporations to act by attorney. [Approved and in force Feb. 16, 1865. L. 1865, p. 24.]

66. Corporations may act by attorney. SEC. 1. Any corporation, subsisting by the laws of other States or countries, may constitute and empower, by letter of attorney, any person or persons to act as its agent, in the State of Illinois, for the performance of such acts and doing such business as such corporation may be authorized to perform and do by the laws of the State of Illinois; and all instruments in writing, whether with or without seal, and all acts and things executed or done by such duly qualified agent, shall have the same force and effect, and be as valid and binding in law, as if executed and done, in due form of law, by the corporation for whom such agent may act; and any scrawl or seal written or affixed by such agent, so duly empowered, shall be deemed and considered, in such particular instance, as the corporate seal of the corporation for whom such agent is authorized as aforesaid to act ; Provided, that this act shall not apply to railroad corporations.

TOTAL ABSTINENCE SOCIETIES.

AN ACT to afford relief to total abstinence societies in this State. [Approved and in force May 20, 1879. L. 1879, p. 83.

*67. Election of members. SEC. 1. Be it enacted by the People of the State of Illinois, represented in the General Assembly, That any total abstinence society in this State, organized under any law of this State, may, at any regular or called meeting of their society, elect any person as a member of such society, without regard to age of the applicant for admission to membership, by having at least three-fourths majority of the members present at such meeting, voting in the affirmative for the election of such person.

*68. Emergency. §2. Whereas there are several societies in this State, who will be benefited by such a change, and are desirous of increasing their membership, wherefore an emergency exists, therefore this act shall take effect and be in force from and after its passage.

LOAN ASSOCIATIONS.

AN ACT to enable associations of persons to become a body corporate to raise funds to be loaned only among the members of such association. [In force July 1, 1879. L. 1879, p. 83.]

*69. License-to organize corporation-how obtained. SEC. 1. Be it enacted by the People of the State of Illinois, represented in the General Assembly, That whenever any number of persons, not less than five, may desire to become incorporated as a mutual building loan and homestead association, for the purpose of building and improving homesteads and loaning money to the members thereof only, they shall make a statement to that effect, under their hands and seals, duly acknowledged before some officer in the manner provided for the acknowledgment of

deeds; such statement shall set forth the name of the proposed corporation, its capital stock, its location and the duration of the corporation; which statement shall be filed in the office of the secretary of State. The secretary of State shall thereupon issue to such persons a license as commissioners, to open books for subscription to the capital stock of said corporation, at such time and place as they may determine; but no license shall be issued to two associations having the same name.

*70. Meeting to organize-notice thereof— classification of directors. §2. As soon as one hundred shares or more of the capital stock shall be subscribed, the commissioners shall convene a meeting of the subscribers, for the purpose of electin, directors, adopting a charter and by-laws and the transaction of such other business as shall come before them. Notice thereof shall be given by depositing in the post office properly addressed to each subscriber, at least ten days before the time fixed, a written or printed notice, stating the object, time and place of such meeting. Directors of such corporations organized under this act shall be elected, classified and hold their office for such period of time as is provided by general law governing the election and classification of directors, trustees or managers of corporations. *71. Organization-how and when completed. § 3. The commissioners shall make a full report of their proceedings, including therein a copy of the notice provided for in the foregoing section, a copy of the subscription list, a copy of the charter and by-laws adopted by the association, and the names of the directors elected, and their respective terms of office, which report shall be sworn to by at least a majority of the commissioners, and shall be filed in the office of the secretary of State. The secretary of State shall thereupon issue a certificate of the complete organization of the corporation, making a part thereof a copy of all papers filed in his office in and about the organization of the corporation, and duly authenticated under his hand and seal of State; and the same shall be recorded in the office of the recorder of deeds in the county in which the principal office of such company is located. Upon the recording of said copy the corporation shall be deemed fully organized, and may proceed to business, unless such company shall be organized and shall proceed to business as provided in this act within two years after the date of such license, the license shall be deemed revoked, and all proceedings thereunder void.

*72. Corporation formed under this act a body politic, etc. 4. Corporations formed under this act shall be bodies corporate and politic for the period for which they are organized; may sue and be sued; may have a common seal which they may alter or renew at pleasure.

*73. Powers - board of directors-officers. § 5. The corporate powers shall be exercised by a board of directors; Provided, the number of directors shall not be increased or diminished, nor their term of office changed, without the consent of the owners of two-thirds of the

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