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capital stock, to increase or decrease the par value of shares of capital stock, to increase or decrease the number of directors, managers or trustees or to consolidate said corporation with any other corporations now existing or which may hereafter be organized, they may call a special meeting of the stockholders of such corporation; or if the same has no stockholders, of the members or trustees, for the purpose of submitting to a vote of such stockholders, members or trustees, the question of such change of name, change of place of business, enlargement or change of the object for which such corporation was formed, increase or decrease of capital stock, change of number of shares of capital stock, increase or decrease of number of directors, managers or trustees, increase or decrease of capital stock, to increase or decrease the par value of shares of capital stock, or to consolidate with some other corporation, as the case may be; and further, that eleemosynary or religious corporations, for educational purposes, acting under the general law or by virtue of special charter, are authorized to change the time and manner of electing the trustees, and to allow the alumni of said corporations to vote in the election of the trustees or a part thereof: Provided, That in changing the name of any other corporation under the provisions hereof, no name shall be assumed or adopted by any corporation similar to or liable to be mistaken for the name of any other corporation organized under the laws of this State, without the consent of such other corporation; and that in no case shall the capital stock be diminished to the prejudice of the creditors of such corporation; And provided, further, that no corporation shall by virtue hereof, change its place of business from any town, county or municipality where such town, county or municipality or any of the inhabitants thereof, or any person or persons interested therein, shall have donated or in any manner contributed any money or other valuable thing to induce such corporation to locate in such town, county or municipality; And provided, further, That the provisions of this act, in reference to the consolidation of corporations, shall only apply to corporations of the same kind and engaged in the same general business and carrying on their business in the same vicinity, and that no more than two corporations now existing shall be consolidated into one under the provisions hereof, except in the cases of corporations other than those conducted for profit. And provided, further, that no alteration or change shall be made by virtue of this section to embrace any object that might not have been lawfully embraced in the statement and license issued

before the organization of such corporation as provided in section 2 of an act entitled, “An act concerning corporations,” approved April 10, 1872, and in force July 1, 1872. (As amended by act approved May 16, 1903. In force July 1, 1903. L, 1903, p. 132; Legal News Ed., p. 116.

51. Notice of meeting.) § 2. Such special meeting shall be called by delivering personally, or depositing in the post office, at least thirty days before the time fixed for such meeting, a notice, properly addressed to each stockholder, signed by a majority of said directors, managers or trustees, stating the time, place and object of such meeting. A general notice of the time, place and object of such meeting shall also be published for three successive weeks in some newspaper printed in or nearest the county in which the principal business office of said corporation is located.

52. Manner of voting-Two-thirds necessary.) § 3. At any such meeting, stockholders may vote in person or by proxy, each stockholder being entitled to one vote for each share of stock held by him; and votes representing two-thirds of all the stock of the corporation shall be necessary for the adoption of the proposed change of name, place of business, enlargement or change of the object for which such corporation was formed, number of directors, managers or trustees, amount of capital stock, or consolidation with some other company. (As amended by act approved June 6, 1889. In rofce July 1, 1889. L. 1889, p. 97; Legal News Ed., p. 73.

53. Certificate of vote filed-Changes accomplished-General law.) § 4. If at any regular annual meeting, or at the time and place specified in said notice of a special meeting called for that purpose, said propositions, or any of them, be submitted to a vote, and if it shall appear that two-thirds of all the votes represented by the whole stock of such corporation are in favor of the propositions or any of them, so submitted, a certificate thereof, verified by the affidavit of the president, and under seal of said corporation, shall be filed in the office of the Secretary of State, and a like certificate filed for record in the office of the Recorder of Deeds of the county where the principal business office of such corporation is located. And upon the filing of said certificate the changes proposed and voted for at such meeting as to name, place of business, enlargement or change of the object for which such corporation was formed, increase or decrease of capital stock, increase or decrease of the number of directors, managers or trustees, or consolidation with some other company, shall be and is hereby declared accomplished in accordance with said

vote of the stockholders: And provided, further, that any corporation, other than corporations for manufacturing purposes, availing itself of or accepting the benefits of, or formed under this act (except the mere change of name), shall be subject to the general laws of this State now in force, or which may hereafter be passed, regulating corporations of like character. (As amended by act approved June 6, 1889. In force July 1, 1889. L. 1889, p. 97; Legal News Ed., p. 73.

54. Notice of change.) § 5. Such corporation shall, upon the filing of said certificates, cause to be published in some newspaper in, or nearest the county in which their principal office is located, a notice of such changes of organization, for three successive weeks.

55. Act extended to corporations other than stock.) § 6. Corporations, not being stock companies, may avail themselves of all the privileges and provisions of this act, by a majority vote of the members of such corporations who may be present at a meeting called for any of the purposes included in this act.

56. Rights reserved.) § 7. Such change of name, place of business, enlargement or change of object for which such corporation was formed, increase or decrease of capital stock, or increase or decrease of number of directors, managers or trustees, or consolidation of one corporation with another, shall not affect suits pending in which such corporation or corporations shall be parties, nor shall such changes affect causes of action, nor the rights of persons in any particular; nor shall suits brought against such corporation by its former name be abated for that cause. (As amended by act approved June 6, 1889. In force July 1, 1889. L. 1889, p. 97 ; Legal News Ed., p. 73. Amendment to original act.

60. Special meeting-Notice.) § 2. Such special meeting shall be called by the president upon the written application of the stockholders of such corporation owning a majority of the stock, by delivering personally, or depositing in the post office at least thirty days before the time fixed for such meeting, a notice properly addressed to each stockholder, signed by the president, stating the time, place and object of such meeting. A general notice of the time, place and object of such meeting shall also be published for three successive weeks in some newspaper printed in or nearest to the county in which the principal business office of such corporation is located.

61. Manner of voting.) § 3. At any such meeting stockholders may vote in person or by proxy, each stockholder being entitled to one vote for each share of stock held by him, and votes representing a majority of all the stock of the corporation shall be necessary for the purpose of changing the number of the directors, managers or trustees from an even to an odd number.

62. Certificates of vote filed-Changes accomplished.) § 4. If at any regular annual meeting or at the time and place specified in such notice of a special meeting called for that purpose, said proposition to change the number of directors, managers or trustees from an even to an odd number, be submitted to vote, and if it shall appear that a majority of all the votes represented by the whole stock of such corporation are in favor of such change, a certificate thereof verified by the affidavit of the president and under the seal of said corporation shall be filed in the office of the Secretary of State; and a like certificate filed for record in the office of the Recorder of deeds of the county wherein the principal business office of such corporation is located; and upon the filing of such certificate the number of directors, managers or trustees shall be and is hereby declared to be changed from an even number to an odd number in accordance with such vote of the stock· holders as aforesaid.

63. Repeal.) § 5. All acts and parts of acts inconsistent with this act are hereby repealed.

64. Emergency.) § 6. Whereas, a large number of corporations in this State desire to change the number of their directors, managers or trustees from an even to an odd number an emergency therefor exists, and this act shall take effect and be in force from and after its passage.

Unless a charter specifically states that the purposes of incorporation may be changed, the unanimous consent of all stockholders is necessary to legalize such a change.

Townsend v. C. U. T. Co., 1 Ill. C. C. R. 312.

CHARTER

IN GENERAL.
SPECIAL CHARTERS-CONSTITUTION 1870.
CONTINUING AFTER CHARTER PERIOD.
GENERAL RULES AS TO.
FORFEITURE OF.
SALE OF PROHIBITED.

By the charter of a corporation is meant the license granted to do business, which also includes the first statement of incorporation and particularly the statement of the object of incorporation; as the scope of the charter license is determined and limited by such statement. The charter and the corporate franchises are entirely distinct, franchises being grants to the corporation by cities, counties, etc., enabling the company to carry out its charter powers within such cities or counties. Corporations, other than manufacturing and trading companies, are under the necessity of securing the consent of cities before conducting their business, within the city.

Special charters.

Constitution—1870.) Art. XI, § 2. All existing charters or grants of special or exclusive privileges, under which organization shall not have taken place, or which shall not have been in operation within ten days from the time this constitution takes effect, shall thereafter have no validity or effect whatever.

Continuing after charter period.) § 10. All corporations organized under this law whose powers may have expired by limitation or otherwise, shall continue their corporate capacity during the term of two years, for the purpose only of collecting the debts due said corporation, and selling and conveying the property and effect thereof. (Chap. 32.).

§ 11. Such corporations shall use their respective names for the purposes aforesaid, and shall be capable of prosecuting and defending all suits in law or equity.

See Commercial Trust Co. v. Mallers, 242 III. 50.

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