in each county through or into which such railway is proposed to be run, and in the office of the Secretary of State.

104.

NOTE.-See Sec 6, 15. People v. Rose, 210 Ill. 582.

Form and Contents of Articles.

§ 3. Such articles shall contain:

First-The name of proposed corporation.

Second-The places from and to which it is intended to construct the proposed railway.

Third-The place at which shall be established and maintained the principal business office of such proposed corporation.

Fourth-The time of the commencement and the period of the continuance of such proposed corporation.

Fifth-The amount of the capital stock of such corporation.

Sixth-The names and places of residence of the several persons forming the association for incorporation.

Seventh-The names of the members of the first board of directors, and in what officers or persons the government of the proposed corporation and the management of its affairs shall be vested.

Eighth-The number and amount of shares in the capital stock of such

proposed corporation.

194.

NOTE. See Golconda Northern Ry. v. Gulf Lines Connecting R. of Ill., 265 Ill.

105. Corporate Powers-Seal-Copy of Articles-Evidence.

§ 4. When the articles shall have been filed and recorded as aforesaid the persons named as corporators therein shall thereupon become and be deemed a body corporate, and shall thereupon be authorized to proceed to carry into effect the objects set forth in such articles, in accordance with the provisions of this Act. As such body corporate, they shall have succession and in their corporate name may sue and be sued, plead and be impleaded. The said corporation may have and use a common seal, which it may alter at pleasure; may declare the interests of its stockholders transferable; establish by-laws and make all rules and regulations deemed necessary for the management of its affairs in accordance with law. A copy of any articles of incorporation filed and recorded in pursuance with this Act, or of the record thereof, and certified to be a copy by the Secretary of State, or his deputy, shall be presumptive evidence of the incorporation of such company and of the facts therein stated.

NOTE.-See People v. Wayman, 256 Ill. 151; State v. Illinois Cent. R. Co., 246

Ill. 188.

106. Limit of Charter-Renewal.

§ 5. No such corporation shall be formed to continue more than fifty years in the first instance, but any railroad company formed under any law of the State may be renewed from time to time, for periods not longer than fitfy years: Provided, that three-fourths of the votes cast at any regular election for that purpose shall be in favor of such renewal and those desiring a renewal shall agree to purchase the stock of those opposed thereto at its current value. Whenever any such election is held by any railroad company, a certificate showing the proceedings of the meeting and verified by the presiden or a vice-president of the corporation and the secretary thereof, with the seal of the corporation, shall be filed with the Secretary of State within thirty days after the meeting, and upon the filing of such certificate and the payment of the same fees as is provided for in the incorporation of a new company, the duration of such corporation shall thereby be extended, in accordance with the vote of the stockholders, for an additional period not longer than fifty years: Provided, in case where such renewal is of any railroad company previously incorporated under a special Act of the Legislature, then such renewal and extension of such company shall be under and subject to all the provisions of the general laws of this State relating to railroads, and such company shall have such powers only as provided for in this Act.

As amended by Act approved June 28, 1913. In force July 1, 1913. L. 913, p. 507.]

NOTE. The words italicised show change made in the Act by virtue of Senate Bill No. 131, approved June 28, 1913, amending section 5.

See Chicago, B. & Q. R. Co. v. Doyle 258 Ill. 624.

07. By-laws Recorded.

§. 6. A copy of the by-laws of the corporation, duly certified, shall be recorded as provided for the recording of the articles of association in section 2 of this Act; and all amendments and additions thereto, duly cerified, shall also be recorded as herein provided, within ninety days after he adoption thereof.

NOTE.-See Durkee v. People 155 Ill. 354.

08. Office in this State.

§ 7. Every such corporation organized under the provisions of this Act shall have and maintain a public office or place in this State for the ransaction of its business, where transfers of all its stock shall be made End in which shall be kept for public inspection books wherein shall be ecorded the amount of capital stock subscribed and by whom, the names of the owners of its stock, the number of shares held by each person and the umber by which each of said shares is respectively designated, and the mounts owned by them respectively, the amount of stock paid in, and by whom, the transfer of said stock, the amount of its assets and liabilities nd the names and places of residence of all its officers.

NOTE. The Constitution of 1870 provides: "Every railroad corporation rganized or doing business in this State, under the laws or authority thereof, hall have and maintain a public office or place in this State for the transaction f its business, where transfers of stock shall be made and in which shall be kept, or public inspection, books in which shall be recorded the amount of capital stock ubscribed and by whom; the names of the owners of its stock and the amounts wned by them respectively; the amount of stock paid in and by whom; the ransfer of said stock; the amount of its assets and liabilities and the names and lace of residence of its officers. The directors of every railroad corporation shall, nnually, make a report, under oath, to the Auditor of Public Acounts or some fficer to be designated by law, of all their acts and doings, which report shall nclude such matters relating to railroads as may be prescribed by law. And the eneral Assembly shall pass laws enforcing suitable penalties the provisions of his section." Constitution of 1870, Art. XI, Sec. 9.

The Act creating the State Public Utilities Commission provides: "Each ublic utility shall have an office in one of the cities, villages or incorporated towns this State in which its property or some part thereof is located, and shall keep 1 said office all such books, accounts, papers, records and memoranda as shall be rdered by the Commission to be kept within the State. The address of such ffice shall be filed with the Commission. No books, acounts, papers, records or emoranda ordered by the Commission to be kept within the State shall be at any me_removed from the State except upon such conditions as may be prescribed by he Commission." Ante, 16.

This section does not forbid corporations to have officers outside the limits f the State nor invalidate corporate acts performed out of the State. Harvey v. llinois Midland R. Co. 28 Fed. 169.

09. Directors-Their Election and Classification-Vacancy.

§ 8. All the corporate powers of every such corporation shall be ested in and be exercised by a board of directors, who shall be stockolders of the corporation and shall be elected at the annual meetings of tockholders at the public office of such corporation within this State. The umber of such directors, the manner of their election and the mode of lling vacancies shall be specified in the by-laws and shall not be changed xcept at the annual meetings of the stockholders. The first board of direcors shall classify themselves by lot in such manner that there shall be, s nearly as practicable, three directors in each class. Those belonging to he first class shall go out of office at the end of one year, those of the econd class at the end of two years and in like manner those of each class hall go out of office at the expiration of a number of years corresponding o the number of his class; and all vacancies occurring by reason of expiraion of term shall be filled by election for a term of years equal to the umber of classes.

NOTE.-See Sections 11 and 26.

110. Called Meetings.

§ 9. A meeting may be called at any time during the interval betwee such annual meetings, by the directors, or by the stockholders owning n less than one-fourth of the stock, by giving thirty days' public notice of th time and place of such meeting in some newspaper published in each count through or into which the said railway shall run, or be intended to run, pr vided there be a newspaper published in each of the counties aforesaid; an if, at any such special meeting so called, a majority in value of the stoc holders equal to two-thirds of the stock of such corporation, shall not represented in person or by proxy, such meeting shall be adjourned fro day to day, not exceeding three days, without transacting any business; a if, within said three days, two-thirds in value of such stock shall not 1 represented at such meeting, then the meetings shall be adjourned, and new call may be given and notified as hereinbefore provided. [See § 15 111. Annual and Other Statements-Rate of Interest-Loans-Removal Officers-Access to Books.

§ 10. At the regular annual meeting of the stockholders of any corp ration organized under the provisions of this Act, it shall be the duty of t president and directors to exhibit a full, distinct and accurate statement the affairs of the said corporation; and at any meeting of the stockholde or a majority of those present (in person or by proxy,) may require simili statements from the president and directors whose duty it shall be to ft nish such statements when required in manner aforesaid.

And at all general meetings of the stockholders, a majority in value the stockholders of any such corporation may fix the rates of interest whi shall be paid by the corporation for loans for the construction of such ra way and its appendages, and the amount of such loans.

At any special meeting, by a two-thirds vote in value of all the stoc such stockhkolders may remove any president, director or other officer such corporation, and elect others instead of those so removed.

All stockholders shall, at all reasonable hours, have access to and m examine all the books, records and papers of such corporation.

NOTE. The foregoing section should be construed in conjunction with the ! creating the State Public Utilities Commission and should be understood as bei subject to the provisions thereof.

Thus, while the president and directors are required to make statements the stockholders, the Commission has general supervision and may inquire into management of the business (Public Utilities Commission Law, Sec. 9), ante, 9, well as compel a uniform system of accounts to be kept (Public Utilities Comm sion Law, Sec. 11), ante, 11. Further, every public utility must submit an ann report and the Commission is empowered to exact monthly and other repo (Public Utilities Commission Law, Sec. 19), ante, 19.

So, subject to the provisions of the Public Utilities Commission Law a of the order of the Commission, "a public utility may issue stocks and st certificates, and bonds, notes and other evidences of indebtedness payable periods of more than twelve months after the date thereof," for certain specif purposes (Public Utilities Commission Law, Secs. 21, 23), ante, 21, 23.

112. When Directors Not Elected on Appointed Day, Etc.

§ 11. In case it shall happen, at any time, that an election of direct shall not be made on the day designated by the by-laws of such corporati for that purpose, the corporation, for such cause, shall not be dissolved. within ninety days thereafter the stockholders shall meet and hold an el tion for directors in such manner as shall be provided by the by-laws of su corporation: Provided, that it shall require a majority in value of the st of such corporation to elect any member of such board of directors, and majority of such board of directors shall be citizens and residents of t State.

113. Officers-Their Duties.

§ 12. There shall be a president of such corporation, who shall chosen by and from the board of directors, and such other subordinate offic as such corporations, by its by-laws, may designate, who may be elected appointed, and shall perform such duties and be required to give st security for the faithful performance thereof as such corporation, by

by-laws, shall require, provided that it shall require a majority of the directors to elect or appoint any officer.

114.

Payment of Subscriptions to Capital Stock. § 13. The directors of such corporation may require the subscribers to the capital stock of such corporation to pay the amount by them respectively subscribed, in such manner and in such installments as they may deem proper. If any stockholder shall neglect to pay any installment as required by a resolution or order of such board of directors, the said board shall be authorized to declare such stock and all previous payments thereon forfeited for the use of the corporation; but the said board of directors shall not declare such stock so forfeited until they shall have caused a notice in writing to be served on such stockholders personally, or by depositing the same in a post-office properly directed to the post-office address of such stockholder, or if he be dead, to his legal representatives, with necessary postage for its transmittal properly prepaid, stating therein that in accordance with such resolution, or order, he is requested to make such payment, at a time and place and in the manner to be specified in such notice, and that if he fails to make the same in the manner requested, his stock and all previous payments thereon will be forfeited for the use of such corporation; and thereafter such corporation, should default in payment be made, may sell the same and issue new certificates of stock therefor: Provided, that the notice as aforesaid shall be personally served or duly deposited as above required, at least sixty days previous to the day on which such payment is required to be made.

NOTE.-Allman v. Havana R. & E. R. Co., 88 Ill. 521; Dows v. Naper 91 Ill. 44. 115. Stock Personalty-Transfer of-Use of Funds.

§ 14. The stock of such corporation shall be deemed personal estate and shall be transferable in the manner prescribed by the by-laws of such corporations. But no shares shall be transferable until all previous calls thereon shall have been paid; and it shall not be lawful for such corporation to use any of the funds thereof in the purchase of its own stock, or that of any other corporation, or to loan any of its funds to any director or other officer thereof, or to permit them or any of them to use the same for other than the legitimate purposes of such corporation. [As amended by Act approved June 2, 1891. In force July 1, 1891. L. 1891, p. 185.]

NOTE. The following clause, as contained in the amended Act of June 2, 1891, is repealed by implication: "Provided, however, that any railroad company incorporated and organized, or that may hereafter be incorporated and organized under any general or special law of this State, and operating a railroad which now connects or hereafter may connect at any point with any railroad of any other state, shall have power, acting by itself, or jointly with another company or companies, to own and hold the stock and securities of the corporation owning said connecting road, or any part thereof; such ownership or holding to comprise at least two-thirds in amount of the stock of such corporation; but in case of the purchase of stock the company or companies so purchasing shall take and pay for all the shares of the company whose stock is so purchased that may be offered, and the terms of purchase of all shares shall be the same to all stockholders.' This provision is in conflict with the following inhibition: "Unless the consent and approval of the Commission is first obtained * * no public utility may purchase, acquire, take or receive any stock, stock certificates, bonds, notes or other evidences of indebtedness of any other public utility." (Public Utilities Commission Law, Sec, 27), ante, 27.

116. Increase of Capital Stock-Special Meetings, Etc.

Section 15 of the general railroad incorporation Act is also repealed by implication. This section reads as follows: "In case the capital stock of any such corporation shall be found insufficient for constructing and operating its road, such corporation may, with the concurrence of two-thirds in value of all its stock, increase its capital stock, from time to time, to any amount required for the purpose aforesaid. Such increase shall be sanctioned by a vote, in person or by proxy, of two-thirds in amount of all the stock of such corporation, at a meeting of such stockholders called by the directors of the corporation for such purpose, by giving notice in writing to each stockholder, to be served personally or by depositing the same in a post-office, directed to the post-office address of each of said stockholders severally, with necessary postage for the transmittal of the same, prepaid, at least sixty days prior to the day appointed for such meeting, and by advertising the same in some newspaper published in each county through or

into which the said road shall run or be intended to run (if any newspaper shall be published therein), at least sixty days prior to the day appointed for such meeting. Such notice shall state the time and place of the meeting, the object thereof, and the amount to which it is proposed to increase such capital stock; and at such meeting the corporate stock of such corporation may be so increased, by a vote of two-thirds in amount of the corporate stock of such corporation, to an amount not exceeding the amount mentioned in the notices so given. Should the directors of any such corporation desire at any time to call a special meeting of the stockholders, for any other necessary purpose, the same may be done in the manner in this section provided, and if such meeting be attended by the owners of two-thirds in amount of the stock, in person or by proxy, any other necessary business of such corporation may be then transacted, except the altering, amending or adding to the by-laws of such corporation: Provided, such business shall have been specified in the notices given. And the proceedings of any such meeting shall be entered on the journal of the proceedings of such corporation. Every order or resolution increasing the capital stock of any such corporation shall be duly recorded as required in section 2 of this Act." The section is repugnant to the provisions of the Public Utilities Commission Law relating to stocks, bonds and capitalization. (Public Utilities Commission Law, Secs. 20, 21), ante, 20, 21.

§ 152. No person holding stock in any such corporation as executor, administrator, guardian or trustee, and no person holding such stock as collateral security, shall be personally subject to any liability as stockholders of such corporation; but the person pledging the stock shall be considered as holding the same, and shall be liable as a stockholder accordingly.

§ 16. Each stockholder of any corporation formed under the provisions of this Act, shall be held individually liable to the creditors of such corporation to an amount not exceeding the amount unpaid on the stock held by him, for any and all debts and liabilities of such corporation, until the whole amount of the capital stock of such corporation so held by him shall have been paid.

119. Condemnation of Property.

§ 17. If any such corporation shall be unable to agree with the owner for the purchase of any real estate required for the purposes of its incorporation, or the transaction of its business, or for its depots, station buildings, machine and repair shops, or for right-of-way or any other lawful purpose connected with or necessary to the building, operating or running of said road, such corporation may acquire such title in the manner that may be now or hereafter provided for by any law of eminent domain.

NOTE.-See "Eminent Domain" ch. 47; City of Moline v. Greene 252 Ill. 475; Gillette v. Aurora Rys. Co. 228 Ill. 261; South Chicago R. Co. v. Dix 109 Ill. 237; Golconda Northern Ry. v. Gulf Lines Connecting R. of Ill., 265 Ill. 194; etc.

120.

Eminent Domain-Acquiring Material.

§ 18. Any such corporation may, by their agents and employees, enter upon and take from any land adjacent to its road, earth, gravel, stone, or other materials, except fuel and wood, necessary for the construction of such railway, paying, if the owner of such land and the said corporation can agree thereto, the value of such material taken and the amount of damage occasioned thereby to any such land or its appurtenances; and if such owner and corporation can not agree, then the value of such material, and the damage occasioned to such real estate, may be ascertained, determined and paid in the manner that may now or hereafter be provided by any law of eminent domain, but the value of such materials, and the damages to such real estate, shall be ascertained, determined and paid for before such corporation can enter upon or take the same.

NOTE. See "Eminent Domain" ch. 47; Chicago & P. R. Co. v. Hildebrand 136 III. 467.

121. Laying Out, Constructing and Using Roads-Fix Rates-Borrow Money. § 19. Every corporation formed under this Act shall, in addition to the powers hereinbefore conferred, have power:

First-To cause such examination and survey for its proposed railway to be made as may be necessary to the selection of the most advantageous