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Ultra vires may be pleaded to an executory contract to pay a bonus.

McNulta v. Corn Belt Bank, 164 Ill. 427 (451). Ultra vires acts, or unlawful uses, do not deprive a railroad company of its right to defend removal of its track as a nuisance.

City of Chicago v. Stock Yards Co., 164 Ill. 224 (236). A donation of money to secure location of post office near corporate property is not ultra vires.

Green Co. v. Blodgett, 159 I11. 169. Ultra vires contracts defined as those not within the corporate powers as given by its charter-enforced when corporation has received benefits-discussion.

Kadish v. Garden City L. & B. Ass'n, 151 Ill. 531 (537).


Where the meaning of the term “f. o. b. cars" is uncertain, evidence tending to show the construction placed on it by the parties, is competent.

Consol. Coal Co. v. Jones & Adams Co., 232 Ill. 326. The term “f. o. b. cars” in orders or contracts implies nothing as to who is to furnish the cars. The latter question must be determined by the circumstances of each case, as showing the intent of the parties.

Consol. Coal Co. v. Jones & Adams Co., 232 III. 326. The term “right of way” includes a private switch track from a coal yard to the main line, when used in an ordinance requiring an elevated structure to be built twenty (20) feet above any "right of way.”

Peabody Coal Co. v. N. W. Elev. Ry. Co., 230 III. 214. The phrase "of all existing steam railroads” held to cover a private track owned by a coal company and used as a switch track from the coal yard to the main railroad track.

Peabody Coal Co. v. N. W. Elev. Ry. Co., 230 Ill. 214. "Ready for delivery” on a bill of lading means actual delivery, or the doing of everything necessary for delivery of goods shipped from carrier to another.

Lehigh Valley Trans. Co. v. Sugar Co., 228 I11. 121. The term “inc” in parenthesis in a contract involving stock of a corporation referred to, does not warrant the corporation is a de jure corporation.

Marshall v. Keach, 227 Ill. 35. The name “United States Express Company” is a trade name, the rights in which belong to the old express company organized in New York in 1854, and since doing business.

People v. Rose, 220 III. 46.

The word "may" in Section 6 of the Corporation Act means “shall” and requires that by-laws be adopted by the board of directors.

Manufacturers' Bldg. Co. v. Landay, 219 III. 168. “Active business” as used in the act of 1901 requiring annual report, means doing the acts authorized by the corporate charter.

People v. Rose, 207 Ill. 352. “Incorporated companies” cannot be construed to mean individuals.

Goddard v. C. & N. W. Ry. Co., 202 Ill. 362. “Such company,” as used in Section 3, act of 1899, does not include partnership.

Goddard v. C. & N. W. Ry. Co., 202 Ill. 362. “Moneyed capital,” as used in Section 5219 U. S. Statutes, defined.

III. National Bank v. Kinsella, 201 Ill. 31. “Through freight”—what is a contract for transportation of — liability of carrier.

E. J. & E. Ry. Co. v. Bates Mch. Co., 200 III. 636. “Lands, right of way and tracks” include in their meaning “railroad yards,” in condemnation petition.

C. & A. R. R. Co. v. City of Pontiac, 169 Ill. 155. “Doing business in this State”—meaning of—business dealings only; not transactions between the corporation and stockholders.

Mandel v. Swan Land Co., 154 Ill. 177.





No. 1.-Articles of Incorporation.

Kane County.
To James A. Rose, Secretary of State:

We, the undersigned, ...., propose to form a corporation under an act of the General Assembly of the State of Illinois, entitled "An Act Concerning Corporations," approved April 18, 1872, and all acts amendatory thereof; and for the purpose of such organization we hereby state as follows, towit:

1. The name of such corporation is
2. The object for which it is formed is to conduct

3. The capital stock shall be.
4. The amount of each share is
5. The number of shares ...
6. The location of the principal office is
7. The duration of the corporation shall be

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County of Kane. I,

a notary public in and for the county and State aforesaid, do hereby certify that on the ... day of ......, A. D. 1910, personally appeared before me

to me personally known to be the same persons who executed the foregoing statement and severally acknowledged that they executed the same for the purposes therein set forth.

In witness whereof, I have hereunto set my hand and seal the day and year above written.

Notary Public.

Filed March 8, 1910.

JAMES A. ROSE, Secretary of State.

No. 2.- License to Open Books for Subscriptions to Capital


State of Illinois,

Department of State,

James A. Rose, Secretary of State. Whereas, It being proposed by the persons hereinafter named to form a corporation under an act of the General Assembly entitled, “An Act Concerning Corporations," approved April 18, 1872, in force July 1, 1872, and the amendments thereof, the objects and purposes of which corporation are set forth in a statement duly signed and acknowledged according to law and this day filed in the office of the Secretary of State.

Now, therefore, I, James A. Rose, Secretary of State of the State of Illinois, by virtue of the power vested in and the duties imposed upon me by law, do hereby authorize, empower and license

the persons whose names are signed to the before mentioned statement, as commissioners, to open books for subscription to the capital stock of. .., such being the name of the proposed corporation, as contained in the statement, at such times and places as the said commissioners may determine.

In testimony whereof, I have hereunto set my hand and seal and caused to be affixed the great seal of State. Done at the city of Springfield, this 8th day of March, A. D. 1910, and the independence of the United States the one hundred and thirtyfourth.

JAMES A. ROSE, Secretary of State.

No. 3.–Subscription Agreement-Long Form. Whereas, It is proposed to organize under the laws of Illinois a corporation to be styled (fill in proposed name), the object of such corporation to be to transact the business of (fill in generally the nature of the business without specifying too minutely), with power to do all things which may seem calculated, directly or indirectly, to promote the business interests of said company; and

Whereas, It is proposed that said company shall have a capital stock of ($......) dollars, to be divided into (fill in number of preferred shares) shares of preferred stock and (fill in number of common shares) shares of common stock, of the par value of ...... ($......) dollars each, and the undersigned parties each desire to become holders of stock in said corporation:

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