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the outstanding capital stock of each company shall be necessary for the ratification of such agreement or agreements, if there be represented and is voted at such meeting, in person, or by proxy, not less than two-thirds of such outstanding capital stock. If less than two-thirds of such capital stock be represented and voted at such meeting, and if there be presented at such meeting the acknowledgments in writing of the receipt of notice of such meeting, from the owners of the stock not represented and voted, to such an amount as would make not less than two-thirds of such outstanding capital stock, when added to the stock represented and voted, then such agreement or agreements may be ratified by the vote of two-thirds of the capital stock represented and voted at such meeting.
163. Rights of stockholder who objects to the purchase, sale or consolidation.) § 7. If any stockholder of any of the companies, parties to the agreement or agreements provided for in section 4, not voting in favor of or not acquiescing in such agreement or agreements, objects to the purchase or lease, or the consolidation and merger, as defined in said agreement or agreements, he shall give notice of his dissent within thirty days of such meeting and may demand payment for his stock, and shall thereupon receive from such corporation in which he shall hold stock, its fair cash value, at the time when the vote for the agreement or agreements was so cast, and such corporation shall cancel the same. But if such dissenting stockholder shall refuse to part with his stock, or if the value of the same cannot be agreed upon, then such corporation shall, within ninety days of the time of said meeting, proceed to take and acquire the same and the interest of said dissenting stockholder therein, by the exercise of the power and right of eminent domain, hereby granted to such corporation for that purpose, and paying to, or tendering to, such dissenting stockholder or to the county treasurer for his use, the value of the stock by him held, such value to be ascertained as of the time aforesaid and to be found and determined in the manner provided for the condemnation of property for public use in the act entitled "An act to provide for the exercise of the right of eminent domain." Any stock so acquired shall be cancelled by the company acquiring the same. If such stockholder shall not give notice of his dissent within thirty days, as aforesaid, he shall be held to have acquiesced in the agreement aforesaid, and shall be subject thereto.
164. What companies shall be declared consolidated or merged.) § 8. If the agreement or agreements aforesaid shall be approved at each of such meetings of the respective stockholders of each company separately, in the manner herein described, the same shall be the agreement or agreements of such company respectively, and a sworn copy of the proceedings of such meetings, made by the secretaries thereof, respectively, shall be presumptive evidence of the holding and actions of such meetings. A certificate of such sale and purchase or lease, or of such consolidation and merger, shall be made by the president of each of the companies, under the seal of the company, and verified by his affidavit, and shall be filed in the office of the Secretary of State, and of the recorder of deeds in the county where such companies carry on their business, whereupon the agreement or agreements aforesaid shall be in full force and effect. The companies, parties to the agreement or agreements, which provide for consolidation and merger, shall thereupon be and are hereby declared to be consolidated and merged into one corporation specified in such agreement or agreements. Upon the purchase or lease or consolidation and merger hereby authorized being perfected, a notice thereof shall be published in some newspaper in the county in which the principal office of such corporation is located, for three successive weeks.
165. Rights and legal obligations of consolidated company.) § 9. Any corporation purchasing or leasing the real and personal property of any other company or companies, as provided for in section 1, or any consolidated corporation, as authorized by section 2, shall be subject to and shall perform, for each of the companies so entering into said agreement or agreements, the legal obligations now resting upon each of them, respectively, under their respective charters and ordinances, except where the provisions thereof conflict with the exercise of the powers herein granted, in the same manner and to the same extent as if the companies had remained individual and distinct; and such performance by said corporation so purchasing or leasing, or by such consolidated corporation, shall be held and considered as the performance by each of the respective companies so selling, leasing or consolidating of the legal obligations theretofore resting upon each of them respectively: Provided, however, That nothing in this act shall be construed as extinguishing said companies entering into the agreement or agreements mentioned in this act, or anulling or impairing any of their respective franchises, li
censes or privileges, but they shall severally be regarded as still subsisting, so far as their continuance for the purpose of upholding any right, title or interest, power, privilege or immunity ever exercised or enjoyed by any of them may be necessary for the protection of their respective creditors or mortgagees, or any of them; the separate exercise of their respective powers, and the separate enjoyment of their separate privileges and immunities being suspended until the protection of such creditors or mortgagees shall require their resumption, when such suspension shall cease, so far as, and for such time as, the protection of such creditors or mortgagees may require. See Peoples G. & C. Co. v. Chicago, 194 U. Š. 1.
166. Purchase and sale, lease, consolidation and merger, not a violation of the provisions of any ordinance or bond and not to affect suits pending.) § 10. The purchase and sale or lease, or the consolidation and merger authorized by this act, shall not be held and construed as a violation of the provisions of any ordinance or bond given thereunder, and shall in no way affect suits pending in which such company or companies shall be parties, and shall not affect causes of action or right of individuals in any particular. In case the property sold and purchased or leased, or acquired through consolidation and merger, under this act, is subject to mortgage or other lien, such mortgage or other lien shall be and remain a lien upon all properties so sold and purchased or leased, or acquired as aforesaid, so that the same shall be liable for and respond to the payment of such mortgage or other lien existing at the time of such sale or lease, or consolidation and merger, before being liable for the payment of the debts and liabilities of the company so purchasing or leasing such property, or acquiring the same as aforesaid. Any corporation purchasing or leasing the real and personal property of any other company or companies as provided for in section 1, or any consolidated corporation, as authorized by section 2, shall pay and discharge all debts and liabilities of each of the companies so entering into said agreement or agreements, and actions may be brought and maintained and recovery had therefor against the company so purchasing or leasing, or against such consolidated corporation.
167. Price and quality of gas to be furnished.) § 11. Any corporation purchasing or leasing the property of any company or companies, or into which any company or companies are consolidated and merged under this act, shall be, at the time of availing itself of or accepting the benefits of this
act, in the actual business of furnishing gas to consumers; and shall be subject to the following provisions :
Such corporation shall not increase the price charged by it for gas of the quality furnished to consumers during any part of the year immediately preceding such purchase or lease, or such consolidation or merger.
Such corporation shall furnish gas to consumers as good in quality as it furnished previous to such purchase or lease, or such consolidation or merger. See Peoples G. & C. Co. v. Chicago, 194 U. S. 1.
168. Penalty for violating provisions of this act.) § 12. Any company violating either of the provisions of the preceding section shall be liable in damages therefor to the person aggrieved, and shall, for each offense, forfeit two hundred dollars, to be recovered in an action of debt, in the name of the People of the State of Illinois, or by any person who may sue for the same. Such company shall also be liable to proceedings in quo warranto, for violation of either of said provisions, and if adjudged guilty, the court may give judgment of ouster from its franchises, unless the company shall cease and discontinue such violation, as and when determined by the court.
And any director or directors, officer or officers, or agent or agents, of such company who shall willfully and knowingly violate, or be concerned in the willful violation of either of the provisions of the preceding section, shall for each offense forfeit one thousand dollars, to be recovered in an action of debt, in the name of the People of the State of Illinois.
Grant of franchise to Gas Company to lay pipes, etc. Rules as to.
Chicago Mun. Gas Co. v. Town of Lake, 130 III. 42.
Capital stock and franchises of gas companies are assessable by the State Board. (Revenue Act, Sections 3, 32, 33.) Law not unconstitutional.
Ottawa Gas L. & C. Co. v. Downey, 127 Ill. 201. Gas companies holding a city grant are not authorized to sell the right to furnish gas to another company, or to contract in such manner as to impair the service to the public.
Chicago G. L. & C. Co. v. People's G. L. & C. Co., 121 Ill. 530.
Co-operative associations for profit.
An Act to provide for the incorporation of co-operative associations for pecuniary profit. (Approved May 31, 1887. In force July 1, 1887. L. 1887, p. 134; Legal News Ed., p. 109.)
103. What statement to be filed with Secretary of State -License as commissioner.) § 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 three nor more than seven, may desire to become incorporated as a co-operative association for the purpose of prosecuting any branch of industry, 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, setting forth the name of the proposed corporation, its capital stock, its location and duration of the association, and the particular branch of industry which they intend to prosecute, 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 such association, at such time and place as they may determine. No license shall be issued to two associations of the same name. The name of the city, village or town in which the association may be located shall form no part of the name.
10. Limitation as to number of shares in capital stock.) § 2. No person shall be permitted to subscribe more nor less than one share to the capital stock of such association nor shall any person be permitted in any manner to own or control more or less than one share in such association.
105.-When ten shares subscribed, meeting of subscribersNotice-Election of directors.) § 3. As soon as ten shares or more of the capital stock shall be subscribed, the commissioners shall convene a meeting of the subscribers for the purpose of electing directors, adopting by-laws and transacting such other business as shall properly 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 association 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.