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sation is determined at the time of employment and if not adjusted will be reasonable pay for the service done.

The company is held liable for the acts and the negligence of its agents as of its officers within the scope of their duties. The relation of corporate agents, which includes all persons employed to perform any service for the company, is that of employer and employed and is governed by the law as to that relation.

Agent-Powers and appointment.

Money borrowed by agent in corporate name. Company liable if it receives the benefit.

Alton Mfg. Co. v. Garrett Institute, 243 Ill. 298. Where a corporation is in the hands of creditors and a syndicate of stockholders authorize one as their agent to perform such acts as may save the interest of such stockholders, an issue of stock to such agent as payment for such service, made when the corporation is again in control of such stockholders through the efforts of such agent, would be upheld; everything being done in good faith.

Rosehill Cemetery Co. v. Dempster, 223 Ill. 567. A corporation may ratify the acts of one who assumes to act for it, the same as may an individual, provided the act be authorized by the powers of the corporation.

Rosehill Cemetery Co. v. Dempster, 223 III. 567 (577). The ancient doctrine that an agent of a corporation could be appointed only under seal is obsolete, and such an appointment by parol is sufficient.

Rosehill Cemetery Co. v. Dempster, 223 Ill. 567 (577). Agents of corporations occupy the same position in relation to their principal as do agents of individuals.

Mer. Nat. Bank v. Nichols & Co., 223 Ill. 41.

Authority of a corporate agent to execute an instrument for the corporation, must be questioned by verified plea, to require proof of his authority.

City of Chicago v. Peck, 196 Ill. 260. When corporation knowingly permits one who holds himself out as an agent of a corporation to place the corporate name on his office and himself as “Western Agent,” will be estopped to deny his agency on service of summons.

Italian-Swiss Agri. Colony v. Pease, 194 Ill. 98. An officer of a corporation has no power by virtue of his office to sign a judgment note in the name of the corporation, but may have such power by the corporate custom of permitting him to act as general financial agent. (Two dissent.)

Chicago Tire Co. v. Chicago Nat. Bank, 176 111. 224. Agents of corporation—their powers to contract for the corporation are limited by scope of their delegated authority and the corporate charter.

Dobson v. More, 164 Ill. 110. Liability of corporation for acts of its officers and agentsbound by acts and admissions relating to the business such officers or agents ordinarily have charge of, or are empowered to do.

L. S. & M. S. Ry. Co. v. B. & O. & C. R. R. Co., 149 Ill. 274. General financial agent appointed by directors is not their agent so as to make them liable for excess indebtedness—rules as to.

Lewis v. Montgomery, 145 Ill. 30 (46). Acts within the scope of an agent's authority are binding on the corporation when relied on by one having no knowledge that such agent had no such authority.

McDonald v. Chisholm, 131 Ill. 275 (282).



In general.

Prior to 1872, a special act of the Legislature was required to grant a charter to a corporation. Many companies incorporated under such special acts still exist, and their powers aud duties are controlled by their special charters. The Illinois Central R. R. Co. holds such a charter.

In 1872 a general act was passed, entitled, “An act concerning corporations,” providing a uniform method for the organization of all classes of corporations except banking, insurance, real estate brokerage, commercial railroad and money loaning companies. Since the act of 1872, all corporations (other than those excepted from the act) must be formed under this act or some other general act. No special charters are now granted by the Legislature, the constitution of 1870 having provided that "the General Assembly shall provide by general laws for the organization of all corporations to be hereafter created.” Art. 11, Sec. 1.

The act of 1872, commonly known as the "Corporation Act," provided for the organization of "corporations for pecuniary profit” and “corporations not for pecuniary profit;": the method of incorporation being different for each class. Each method is outlined below.

The Legislature has passed special acts concerning the formation and conduct of church corporations, elevated railroad companies, total abstinence societies, homestead and loan associations, surety companies, co-operative associations, pawners' societies, banks, commercial railroads, insurance companies, mining companies, etc. The purposes for which the com

pany is being formed determines the act under which the organization shall be had.

Manufacturing, trading, agriculture, transportation (except commercial railroad companies), telegraph, telephone, gas, street railway, religious, educational, charitable, hospital, cemetery, colleges, universities, bridge building companies, etc., must be formed under the General Corporation Act (Chap. 32). When a special act provides for the formation of a certain class of corporations, such companies must be organized under such special acts, as commercial railroad companies under the Railroad Act, building and loan associations under the Homestead Loan Act, surety companies under the Surety Act.

Purposes for which organization may be had.—Under the Corporation Act companies may be formed for any lawful purpose except operating a bank, insurance company, money loaning corporation or a company to buy and sell real estate; which last is the only lawful business for which incorporation is not allowed in Illinois. (Chap. 32, Sec. 1.)

How to organize a corporation for profit-Who may organize.—Three or more persons (either citizens or aliens) are required to form a corporation. They must presumably be of adult age, since they must be capable of contracting. The law, however, states no qualifications required of persons seeking to organize a company.

The first step is the execution of articles of incorporation, printed forms for which are obtainable at stores handling legal blanks, copy of which will be found in Form No. 1. This is the application for license to form a corporation, and is addressed to the Secretary of State. The name of the proposed company, the object of incorporation, the total amount of capital stock, the amount of each share, the proposed location of the principal office, and the number of years the corporation is to continue must be stated. The statement as to the object for which the company is formed is of vital importance, for the reason that the company when fully organized is empowered to do only the things named in the statement of the object of incorporation or necessarily incident thereto. (See Powers.)

In selecting a name for the proposed company, care should be used not to select a name already in use, or so like one in use, as to confuse the public. The Secretary of State is authorized to refuse to grant a charter under such a name.

$2872. Ch. 32. It shall be unlawful for the Secretary of State to issue a license for any person or persons to incorporate under the name of any heretofore existing corporation organized under any general law of this State until the expiration of thirty days from and after the expiration of the existence of such corporation: Provided, That the corporation enjoying such name shall have the exclusive privilege of becoming incorporated under the same name at any time within the said thirty days, according to the provisions of the act to which this is an amendment. (Added by act approved June 16, 1887. In force July 1, 1887. L. 1887, p. 142.

The duration of the company is usually named at ninetynine years—a longer term not being allowed. The law limits the term. (Chap. 32, par. 2.)

The location of the principal office must be within the State, but may be at any point therein; and in case of manufacturing corporations, need not be at the place of manufacture.

The amount of capital stock may be any amount, there being no legal limit. The cost of incorporation increases as the capital increases.

The shares of stock cannot be issued for less than $10.00 per share or more than $100.00. (Chap. 32, Sec. 7.)

The statement for incorporation must be acknowledged before a notary public or other public officer. The officer taking the acknowledgment must be authorized to take acknowledgments in the county where the acknowledgment is taken. Persons signing the statements need not sign in the county of their residence, but may sign and acknowledge before any officer where they may be residing or sojourning.

The statement when properly executed should be mailed or otherwise delivered to the Secretary of State, accompanied by the sum of money payable as fees. This is always paid in

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