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Stipulations by carrier that it will not be liable for any loss or injury to property are against public policy and voidrules-excess baggage.
Beifeld v. C. & N. W. Ry. Co., 3 I. C. C. Rep. 507. Carriers may limit their liability by contract with the shipper, but not by conditions named in the receipt. Rules as to such contracts.
C. & N. W. Ry. Co. v. Chapman, 133 Ill. 97. Carriers are not liable for merchandise shipped as baggage in a trunk.
Hamburg-American Pct. Co. v. Gattman, 127 III. 598. Carriers may, by special contracts with shippers, limit their liability for loss or damage to goods. What is evidence to show shippers' consent.
W. St. L. & P. Ry. Co. v. Jaggerman, 115 Ill. 407. Stipulation in shipping contract releasing carrier from liability except under certain conditions, held proper.
Black v. W. St. L. & P. Ry. Co., 111 Ill. 351. Common carriers (Railroad Company) cannot limit their liability as such by special contract.
W. St. L. & P. Ry. Co. v. Peyton, 106 Ill. 534. Carriers originally receiving goods are liable for the safe carriage and delivery of "through freight"-when.
St. L. & I. M. Ry. Co. v. Larned, 103 Ill. 29.
P. C. C. & St. L. Ry. Co. v. Chicago, 242 Ill. 178. Action for goods lost by carrier, may be by the consignor or consignee.
Edgerton v. C. R. I. & P. Ry. Co., 240 Ill. 311 (316). Conditions limiting carrier's liability to its own line are good, where assented to—question of fact.
Coats v. C. R. I. P. Ry. Co., 239 I11. 154.
The provisions in the receipt of an Express Company limiting liability to a fixed sum named as the value of the property are void, and do not bind consignee.
Cutter v. Wells Fargo & Co., 237 Ill. 247.
Carriers must deliver grain to elevator as per contract where there is a track that can be used for that purpose. Constitution, Art. 13, Sec. 5.
C. M. & N. R. R. Co. v. Nat. Elevator Co., 153 Ill. 70 (86). Carriers receiving goods marked to destination beyond their line are under an implied duty to deliver same safely at such destination. When not changed by wording of bill of lading
W. St. L. & P. Ry. Co. v. Jaggerman, 115 Ill. 407. Carrier is under duty to (a Railroad Company) another Railroad Company to haul its cars when requested.
P. & P. Union Ry. Co. v. C. R. I. & P. Ry. Co., 109 Ill. 135. Carriers are under duty to allow connection with the yards and sidetracks of shippers and to deliver coal onto such sidetracks.
Purcell v. P. C. C. & St. L. Ry. Co., 2 Ill. C. C. R. 378. That a strike may result from an Express Company receiving certain goods does not release it from its duty as a common carrier to receive same.
Field v. Becklenberg, 1 III. C. C. R. 59 (64).
CHANGING NAME, RESIDENCE, OBJECT, AMOUNT
OF STOCK, ETC.
In general.--Any of these changes may be made at a regular annual meeting of stockholders or at a special meeting called by the president on a written application to do so made to him by a majority of the stockholders owning the stock at the time application is so made.
Changing Name.—The only condition stated in the statute is that no name shall be adopted so similar to that of an existing corporation as to confuse the public, without the consent of such company.
Changing Capital Stock.-Stock may be increased or diminished, but shall not be diminished so as to injure creditors of the company.
Changing Residence. The only condition as to residence is that no corporation shall change where it has received donations of land or money as an inducement to locate in the place of its residence.
Consolidation.-Only corporations of the same kind, doing the same kind of business and in the same vicinity, may legally consolidate; and only two such corporations may consolidate to make one company (except corporations not for profit).
Change of Object.—The only condition as to object is that the object cannot be enlarged to include any purpose other than what might have been lawfully named as part of the object as stated in the original statement for incorporation.
Notice of Special Meeting to Change-(Form No. 10).This notice, which is attended to by the secretary, must be
delivered personally to, or placed in the mail addressed to, each stockholder as appears from the stock register of the company. Such notice must be signed by the president.
If notices are printed or typewritten each need not be signed by the president, but the original should be signed and filed with the secretary.
The time, place and object should be clearly stated.
The notice must be delivered or mailed to each stockholder at least thirty days before the day named for the meeting. It is advisable to send it several days before so as to avoid any question as to thirty days intervening.
Publishing Notice.-The same notice sent to stockholders must be published before the meeting for three successive weeks, in a newspaper of the county of the corporate residence. It need be published only once in each week, and care should be taken that the first and last dates of publication are full three weeks apart and prior to the meeting. (See Form No. 11.)
The Meeting.-The meeting is presided over by the president (or in his absence, a vice-president). He calls the meeting to order and states its object. A motion may be then made to pass a resolution (which should be ready prepared) embodying the change desired. Being seconded, the matter is open for discussion by any stockholder. When brought to a vote, a two-thirds vote of all the stock of the corporation is necessary to carry and authorize the change.
Voting may be in person or by proxy.
If the change is authorized by two-thirds vote of all the stock, a certificate should be made by the secretary which must be signed and sworn to by the president and under the seal of the corporation, and mailed or delivered to the Secretary of State; and another copy mailed or delivered to the Recorder of the county of corporate residence. Not until such certificate is recorded as above required, is the change made effective or legal. The certificate should state the holding of the meeting and resolution adopted. (Form No. 15.)
After filing notice, as above, the same certificate must be published in come newspaper of the county for three successive weeks—one day in each week. (Form No. 15.)
Unless the various steps prescribed by the statute are substantially complied with, the change desired is not effected, and may be taken advantage of in any manner when it be involved by one seeking to contest the change.
Incidental.-Any changes above named do not affect actions by or against the corporation, pending when the change is made.
Corporations other than stock companies may take advantage of the statute by majority vote of members at a special meeting duly called.
Any corporation (except manufacturing companies, and except as to merely changing the name) taking advantage of the Statute of Changes, renders itself liable to all the general law in force and to all subsequent statutes regulating companies of like character. This provision was added to bring corporations organized before 1870 under the provisions of the General Corporation Act so far as possible, by making subjection to the general law a condition of the benefits of the Statute.
Statute as to.
AN ACT to provide for changing the names, for changing the places of business, for increasing or decreasing the capital stock, for increasing or decreasing the number of directors, for enlarging or changing the objects for which such corporations were formed and for the consolidation of incorporated companies. (Approved and in force March 2, 1873 (1872), as amended by act approved June 6, 1889. In force July 1, 1889. L. 1889, p. 95; Legal News Ed., p. 72.
50. Meeting of stockholders for-Restriction.) § 1. That whenever the board of directors, managers or trustees 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 name, to change the place of business, to enlarge or change the object for which such corporation was formed, to increase or decrease the capital stock, to change the number of shares of